Vesting Certificate Template for the United Kingdom

What is a vesting certificate?

A vesting certificate is a company-issued document that confirms, as at a specific date, how much of a share or option award a person has vested and how much remains unvested. Companies commonly issue one for a founder, an employee or an adviser, so the holder and the company share a single accurate record of the vesting position. It sits alongside the underlying award: an option agreement, a share subscription or a shareholders' agreement.

A vesting certificate typically covers the following.

• Parties and Company Details: Identifies the company issuing the certificate and the holder whose 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 and the commencement date used for calculations.
• Vested and Unvested Amounts: Records the number that has vested as at the certificate date and the balance that remains outstanding.
• Certificate Date: Specifies the effective date on which the position is confirmed, since the 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 the schedule.
• 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.

When do you need a vesting certificate?

Most companies produce one at moments that turn on the vesting position: a funding round where an investor checks each founder's earned equity, a leaver event where good-leaver and bad-leaver outcomes apply, or an option holder deciding whether to exercise. Fast-growing sectors such as B2B SaaS, tech services and IT consultancies use them often because equity is a core part of how they hire and retain people. Project-based businesses in construction, property and energy use them where equity is tied to milestones or delivery.

They also apply beyond employees. A contractor or adviser paid partly in equity, rather than in cash, will hold an award that vests over time, so the certificate confirms how much of that equity they have earned to date.

How do you fill in a vesting certificate template?

Start from the underlying award and copy across the grant date, the number granted and the class. Apply the schedule, including any cliff, to work out the vested and unvested figures at your chosen certificate date. Check whether any acceleration, performance condition or leaver provision has been triggered, then have an authorised signatory sign and date the document. Keep the signed version with the option register and the company's statutory records so the content stays consistent across every register.

Do you have to sign a vesting certificate?

Yes. A certificate carries weight because an authorised officer of the company signs and dates it, confirming the figures on that date. Electronic signing is generally acceptable for this kind of internal confirmation, and keeping the executed copy on file supports the management of your cap table and your privacy obligations over the holder's personal data. Handle it in line with your privacy policy, since the certificate records personal information.

How does a vesting certificate relate to other equity documents?

A certificate confirms a position; it does not create the underlying rights. Those come from the grant document, so the certificate should always reconcile to it. Where vesting terms are negotiated, they usually live in a shareholder agreement or an option grant, and a founder's wider obligations may sit in an employment contract. Where a contractor holds vesting equity, the terms often sit in a consultancy agreement. GenieAI can draft, review and negotiate each of these from a short brief and produce a certificate that matches them.

How do you download and manage a vesting certificate?

You can create your document with GenieAI, then download and sign it. Because vested figures move over time, treat the certificate as a living record: reissue it at each new certificate date, keep prior versions, and store them with the cap table so investors can rely on the numbers during due diligence. A short brief tells GenieAI the grant terms, and the product returns a ready-to-sign certificate that reconciles to your records.