Information Centre · Probate & Deceased Estates
Lost Share Certificates in Deceased Estates
A practical Australian guide for executors, administrators and beneficiaries on lost or missing share certificates in deceased estates — CHESS-sponsored vs issuer-sponsored holdings, HINs and SRNs, locating share records after death, transmission applications, replacement certificate processes with Computershare, MUFG Corporate Markets and Boardroom, and how to resolve missing share records. General information only — not legal or tax advice.
Key points
- The legal record of ownership for a company shareholding is the company's member register maintained under the Corporations Act 2001 (Cth); for ASX-listed securities the register is kept in electronic form on the CHESS-sponsored or issuer-sponsored subregister, rather than any paper certificate that may once have been issued.
- A CHESS-sponsored holding is held through a sponsoring broker/participant and is identified by a Holder Identification Number (HIN) that may cover multiple holdings sponsored by that participant; an issuer-sponsored holding is held directly on the issuer's subregister and is identified by a Securityholder Reference Number (SRN) that differs by holding — current ASX guidance and the sponsoring participant or registry should be checked in each case.
- Australian issuers, brokers and registry providers vary; an executor should identify the current registry and participant from the issuer's investor-relations page and the sponsoring broker rather than assume any particular provider or process applies to a given holding.
- Tracing possible holdings can begin with the deceased's tax returns, bank statements, broker records and correspondence, and may include ASIC/MoneySmart unclaimed money and relevant state or territory unclaimed-money searches where applicable.
- Whether a grant of representation is required, and any small-value or small-parcel procedure available, depends on the security, the governing documents and the broker, issuer or registry's current requirements; s 31A of the Administration and Probate Act 1958 (Vic) permits a holder of money or personal property at or below the indexed statutory amount to pay or transfer without production of a grant and protects the holder if it does so — separate from any private participant's or registry's own documentary policy, which should be confirmed directly.
- Lost-certificate replacement or conversion to uncertificated form depends on the issuer, registry and nature of the holding; requirements such as statutory declarations, indemnities, bonds or notices vary by provider and by security and should be confirmed with the current registry or participant.
Executors and administrators of Australian deceased estates commonly encounter shareholdings where paper certificates are missing, incomplete or hard to interpret. This guide explains, in general terms, how legal ownership of a shareholding is established, how executors identify and deal with holdings after death, and the tax and administrative issues that typically arise. Requirements depend on the current issuer, sponsoring broker or participant, registry, governing documents, value of the holding, whether a grant is required and the facts of the estate. It is general information only, not legal or tax advice.
The Register and the Holding System
Legal ownership of a shareholding in an Australian company is established by the company's member register maintained under the Corporations Act 2001 (Cth). A paper certificate or holding statement may be evidence of the holding, but the current register or holding system controls. A missing paper certificate does not, by itself, prevent an executor from dealing with a shareholding recorded on the current register.
For securities quoted on the ASX, holdings are recorded on subregisters administered under ASX arrangements. What is required to update the register or to sell, transfer or transmit the holding depends on the issuer, the sponsoring broker or participant, the registry and their current requirements. Those requirements should be confirmed directly rather than assumed from any prior practice.
How to Identify the Holding
Under current ASX arrangements a holding may be CHESS-sponsored or issuer-sponsored. A CHESS-sponsored holding is held through a sponsoring participant (typically a stockbroker) and is identified by a Holder Identification Number (HIN). An issuer-sponsored holding is held directly on the issuer's subregister administered by the current registry and is identified by a Securityholder Reference Number (SRN).
The current ASX guidance and the sponsoring participant or registry should be consulted for the requirements applicable to a particular holding. Executors should not assume that any particular provider or process applies to a given holding; providers and processes change over time.
To trace possible holdings, an executor may start with the deceased's existing records — file notes, correspondence, holding statements, broker records and issuer or registry correspondence. Tax returns and bank statements may contain dividend information that can act as a clue to holdings, but are not a complete list. ASIC and Moneysmart unclaimed money searches, and any relevant state or territory unclaimed money sources, may be consulted where applicable. No single search guarantees a complete list of all holdings.
Is a Grant Required?
Whether a grant of probate or letters of administration is required to deal with a shareholding is fact-specific. It depends on the security, the governing documents and the current requirements of the broker, participant, issuer or registry.
Section 31A of the Administration and Probate Act 1958 (Vic) permits a holder of money or personal property at or below the indexed statutory amount to pay or transfer that money or property without production of a grant, and protects the holder if it does so in good faith. Section 31A does not compel any holder to release money or property without a grant, does not extinguish the rights of persons entitled to the estate, and is separate from any private participant's or registry's own documentary policy. The current indexed amount and the requirements of the actual holder should be confirmed directly.
Transmission and Provider Requirements
Documentation requirements for transmission (updating the register to reflect the executor's or administrator's authority) or for a small-value process vary between institutions and change over time. Institutions may request a death certificate, evidence of the executor's or administrator's authority, identification of the executor and completed institution-specific forms.
There is no universal identification standard, no standard indemnity or bond, no universal advertisement, form or signature requirement, and no automatic Court-free outcome. Executors should not assume any particular process applies; the current requirements of the actual broker, participant, issuer or registry should be confirmed directly.
If a Certificate Is Missing
Where a paper certificate cannot be located, replacement or conversion of the holding to uncertificated form depends on the issuer, the registry and the nature of the holding. Requirements such as statutory declarations, indemnities, bonds or notices vary by provider and by security. The current registry or participant should be asked what is required in the particular case.
An executor should not attempt to use the deceased's existing brokerage account for post-death transactions. Instructions should be obtained from the sponsoring participant and, where appropriate, an estate or LPR facility used. The choice of facility depends on the broker's or participant's own procedures.
Sell, Hold or Pass Shares to a Beneficiary
Whether to sell shares, hold them pending distribution or pass them to a beneficiary in specie is an administration and investment decision for the executor under the Will, the applicable powers and the general law. Beneficiary views may be relevant but do not direct the executor automatically. Depending on the decision, professional advice or an application for Court directions may be appropriate.
A sale by the legal personal representative is a CGT event. Passing an asset to a beneficiary does not by itself trigger CGT where Division 128 of the Income Tax Assessment Act 1997 (Cth) applies; the disregard depends on the statutory conditions being met and the asset passing within the terms of s 128-20. Whether the shares were acquired before or after 20 September 1985 affects cost base treatment on subsequent disposal by the beneficiary.
CGT and Deceased-Estate Tax
A deceased estate is generally treated as a trust for tax purposes. Whether the estate needs its own tax file number, and whether a trust tax return is required for a particular income year, depends on the ATO's current filing tests (which include income received, disposals and other criteria) applied to the estate's circumstances. A voluntary return may also be lodged.
No-TFN withholding under Division 12 of Schedule 1 to the Taxation Administration Act 1953 (Cth) applies to the relevant unfranked component of certain dividend payments under current rules; not every dividend attracts the withholding. The current ATO guidance and rates should be checked.
There is no general 'clearance' certificate issued by the ATO for a deceased estate. Practical Compliance Guideline PCG 2018/4 is limited in scope — it concerns the legal personal representative's exposure for the deceased's pre-death income-tax affairs and is not a universal clearance. Final distribution follows identification of, and provision for, known tax liabilities of the deceased and the estate.
Private and Unlisted Shares
Private or unlisted company shares are governed by the company's constitution, any shareholders' agreement, the member register and the Corporations Act 2001 (Cth). Transfer, transmission, valuation and dispute-resolution mechanisms depend on those documents and the company's practice. Rights of pre-emption, director discretion to register a transfer or transmission, and dispute mechanisms vary by company.
There is no automatic Court application or lawyer requirement, but the fact-specific nature of these holdings often calls for advice. Our Commercial & Business Law team can advise on constitutional and shareholder arrangements affecting deceased-estate transmissions.
Practical Checklist
- Identify the security, the current issuer and the current registry or sponsoring participant.
- Confirm the current requirements of the actual broker, participant, issuer or registry — do not rely on historical practice.
- Confirm whether a grant of probate or letters of administration is required for the particular holding, and consider s 31A of the Administration and Probate Act 1958 (Vic) where applicable.
- Where a paper certificate is missing, ask the current registry or participant what is required.
- Obtain professional tax advice on Division 128, sale or in-specie treatment and any withholding.
- Consider whether an application for Court directions is appropriate for significant or contested decisions.
Conclusion
Dealing with shareholdings in a deceased estate is largely a matter of identifying the current register or holding system, confirming the requirements of the current issuer, participant or registry, and taking advice where the value, tax position or particular facts warrant it. Section 31A of the Administration and Probate Act 1958 (Vic), Division 128 of the Income Tax Assessment Act 1997 (Cth) and ATO filing tests are common reference points, but the precise application depends on the estate's facts.
If you are an executor, administrator, beneficiary or adviser dealing with lost or missing share records in a deceased estate, please contact our Probate & Estate Administration team. We act for clients across Australia.
Frequently Asked Questions
Do I need to find the original paper share certificate?
Not necessarily. For an Australian company shareholding, the company's member register (maintained under the Corporations Act 2001 (Cth)) is the authoritative record of legal ownership. A paper certificate or holding statement may be evidence of the holding, but the current register or holding system controls. What is required to deal with the shareholding depends on the current issuer, the sponsoring broker or participant, the registry, the governing documents, the value of the holding, whether a grant is required and the particular facts. The requirements should be confirmed with the current registry or participant.
What is the difference between CHESS-sponsored and issuer-sponsored holdings?
Under ASX arrangements, a CHESS-sponsored holding is held through a sponsoring participant (typically a stockbroker) and is identified by a Holder Identification Number (HIN); an issuer-sponsored holding is held directly on the issuer's subregister administered by the current registry and is identified by a Securityholder Reference Number (SRN). The current ASX guidance and the sponsoring participant or registry should be checked for the requirements applicable to a particular holding.
How can an executor trace possible shareholdings?
Existing records — the deceased's file notes, correspondence, holding statements, broker records and issuer or registry correspondence — are the starting point. Tax returns and bank statements may contain dividend information that acts as a clue rather than a complete list. ASIC and Moneysmart unclaimed money searches, and any relevant state or territory unclaimed money sources, may be consulted where applicable. No single search guarantees a complete or free list of all holdings.
Is a grant of probate or letters of administration required?
It depends on the security, the governing documents, and the current requirements of the broker, participant, issuer or registry. Section 31A of the Administration and Probate Act 1958 (Vic) permits a holder of money or personal property at or below the indexed statutory amount to pay or transfer without production of a grant, and protects the holder if it does so — but s 31A does not compel any holder to release without a grant, does not extinguish any claimant's rights, and is separate from any private participant's or registry's own documentary policy. Requirements should be confirmed with the relevant institution.
What documents are typically required by a broker, participant, issuer or registry?
Documentation requirements vary between institutions and change over time. Death certificate, evidence of the executor's or administrator's authority, identification of the executor, and completed institution-specific forms are commonly requested, but the current requirements of the actual broker, participant, issuer or registry must be confirmed directly. There is no universal identification standard, no standard indemnity or bond, no universal advertisement, form or signature requirement, and no automatic Court-free outcome.
What if a paper certificate is genuinely lost?
Lost-certificate replacement or conversion of the holding to uncertificated form depends on the issuer, the registry and the nature of the holding. Requirements such as statutory declarations, indemnities, bonds or notices vary by provider and by security and should be confirmed with the current registry or participant. The process is administrative rather than judicial in most cases, but the specifics depend on the institution.
Should shares be sold, held, or passed to a beneficiary in specie?
The decision depends on the Will, applicable powers, the beneficiary's circumstances, tax considerations and the executor's duties. A sale by the legal personal representative is a CGT event. Division 128 of the Income Tax Assessment Act 1997 (Cth) may provide a disregard on death where an asset passes to a beneficiary within s 128-20 and other statutory conditions are met; cost base treatment depends on whether the shares were acquired before or after 20 September 1985 and other facts. Professional tax advice is generally appropriate.
Do estates need a TFN, and how are dividends taxed?
A deceased estate is generally treated as a trust for tax purposes. Whether the estate needs its own TFN, and whether a trust tax return is required, depends on the ATO's current tests (income, disposals and other criteria) applied to the estate's circumstances. No-TFN withholding under Division 12 applies to the relevant unfranked component of certain dividend payments under current rules; not every dividend attracts the withholding, and the current ATO guidance and rates should be checked. There is no general 'clearance' certificate issued by the ATO for a deceased estate — final distribution follows identification of, and provision for, known tax liabilities.
How long will this take?
Timeframes depend on the security, the institution, the completeness of the documentation and the complexity of the estate. It is not possible to give a universal timeframe; the current institution's processing indication should be sought when documents are lodged.
What about private or unlisted company shares?
Private or unlisted company shares are governed by the company's constitution, any shareholders' agreement, the member register and the Corporations Act. Transfer, transmission, valuation and dispute-resolution mechanisms depend on those documents and the company's practice. There is no automatic Court application or lawyer requirement, but professional advice is often useful given the fact-specific nature of these holdings.
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Missing Share Records in an Estate?
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This article is general information only and does not constitute legal or taxation advice. Please obtain advice tailored to your circumstances.