Vesting Certificate Template for the United Kingdom
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What is a Vesting Certificate?
A vesting certificate is a written record confirming how many shares or share options a founder, employee or investor has vested up to a given date under an agreed vesting schedule. It brings together the total award, the portion vested, any unvested balance and the relevant dates and conditions, giving both the company and the holder a clear, shared position. It is commonly used alongside share subscription agreements, option schemes and founder agreements to evidence entitlement at a moment in time.
Frequently Asked Questions
Is a vesting certificate legally binding?
A vesting certificate is primarily an evidential document confirming a position rather than the source agreement itself. The underlying rights come from the share subscription, option agreement or scheme rules, so the certificate should be read alongside those documents.
Who issues a vesting certificate?
It is usually issued by the company, signed by an authorised director or company secretary. It confirms the holder's vested and unvested position as at a stated date.
How is vesting different from ownership?
Vesting is the process by which a holder earns the right to shares or options over time or on meeting conditions. Unvested amounts may be subject to forfeiture or buyback, so vesting does not always equal full unconditional ownership.
Does a vesting certificate need to be filed at Companies House?
The certificate itself is not typically filed, but underlying allotments of shares must be notified to Companies House and recorded in the company's statutory registers. You should keep the certificate with your internal cap table records.
Does this template work across the UK?
The core structure applies across the UK, but company law is largely UK-wide while some related areas differ in Scotland and Northern Ireland. Take local advice where enforcement, employment or property points arise.
About the Vesting Certificate
A Vesting Certificate usually covers the following.
- Parties and Company Details: Identifies the company issuing the certificate and the holder whose vesting position is being confirmed.
- Award Description: States the type of security, whether shares or options, the class and the total number originally granted.
- Vesting Schedule: Sets out the vesting period, any cliff, the frequency of vesting and the commencement date used for calculations.
- Vested and Unvested Amounts: Records the number vested as at the certificate date and the balance that remains unvested.
- Certificate Date: Specifies the effective date on which the vesting position is confirmed, as vesting figures change over time.
- Conditions and Acceleration: Notes any performance conditions, leaver provisions or acceleration events, for example on a change of control, that affect vesting.
- Exercise or Settlement Terms: For options, references the exercise price and the period within which vested options may be exercised.
- Authorisation and Signature: Confirms the certificate is issued by an authorised signatory of the company, with signature and dating.
GOVERNING LAW
Applicable law
This Vesting Certificate is drafted to comply with United Kingdom law. Key legislation includes:
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