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Digital and paper stock certificates
Digital does not mean one thing in these statutes. It can mean no certificate at all, a written statement, a punched card, or a California system that needs a specific approval.
Three things people call digital
Marketing pages treat "electronic stock certificate" as one product. The statutes do not. The first meaning is no certificate: the shares are uncertificated and the holder gets a written statement. The second is a physical object that a machine can read. New Jersey allows that specifically. The third is California's system of issuance, recordation, and transfer by electronic or other means, which exists only if it has one of three approvals. Buying a PDF is none of those three until the statute you are under says it is.
The catalog's electronic set is $21.00 for 12. The printed Class 1 set is $56.00 for 20. The print utility is $0.99. Use the prices as prices. Use the statutes below to decide which object, if any, you are allowed to skip.
States where paper is expressly optional
| Statute | The choice | What the holder still receives |
|---|---|---|
| N.C. Gen. Stat. § 55-6-25(a) | Shares may, but need not, be certificated. Bearer form is forbidden. Rights are identical either way. | If the board uses N.C. Gen. Stat. § 55-6-26, a written statement within a reasonable time |
| RCW 23B.06.250 and RCW 23B.06.260 | Shares may, but need not, be represented by certificates. The board may approve uncertificated shares unless articles or bylaws say otherwise. | A written statement delivered within a reasonable time |
| C.R.S. § 7-106-206(1) and C.R.S. § 7-106-207 | Rights are not affected by the lack of a certificate. The bylaws are the gate on the board's uncertificated authorization. | A written statement within a reasonable time |
| A.R.S. § 10-625(A) and A.R.S. § 10-626 | Paper is optional, and a certificate still cannot issue for an unpaid share. | A written statement within a reasonable time |
| Va. Code § 13.1-647(A) | Rights are identical with or without certificates. | Va. Code § 13.1-648(B): a written statement delivered within a reasonable time |
| M.G.L. c. 156D, § 6.25(a)-(b) | Paper is optional. Articles of organization or bylaws can block the uncertificated path. | M.G.L. c. 156D, § 6.26(a): a written statement sent within a reasonable time |
| Fla. Stat. § 607.0625(1) | Shares may but need not be represented by certificates. | Fla. Stat. § 607.0626: a written statement within a reasonable time |
Nevada is different in the starting point. NRS 78.235(1) says every stockholder is entitled to a certificate. NRS 78.235(4)-(5) then lets the board authorize uncertificated shares, with a statement in a reasonable time and a confirmation within 10 days after a written request is received. Entitlement first, board authorization second. Do not describe Nevada as "paper is optional" without that second sentence. The page is Nevada.
States that start with paper and then allow an exit
DGCL 8 Del. C. § 158 says shares shall be represented by certificates, provided that the board of directors resolves that some or all classes are uncertificated. The resolution is the exit. There is no separate "reasonable time" notice in the confirmed text of that section. There is a stock ledger under DGCL 8 Del. C. § 219(c) either way.
MCL 450.1331 says that except as section 336 provides, shares shall be represented by certificates. MCL 450.1336 is the board authorization, unless the articles or bylaws provide otherwise, plus a written statement within a reasonable time.
N.J.S.A. 14A:7-11(1) says shares shall be represented by certificates or shall be uncertificated if the board so provides. Subsection 14A:7-11(6) requires written notice within a reasonable time, and it says the rights are identical to certificated shares of the same class and series. Subsection 14A:7-11(5) is the odd digital object: a punched, magnetically coded, or otherwise machine-readable card may be the share certificate if it otherwise complies. That card is still a certificate. It is not uncertificated shares. It still has to be fully paid under subsection 14A:7-11(4), and it still needs the New Jersey face and signature rules.
Trap: calling a New Jersey punched card "uncertificated." Subsection 14A:7-11(5) says the card may be used as a share certificate. Subsection 14A:7-11(6) is the uncertificated path. They are different subsections.
California's electronic system is fenced
Cal. Corp. Code § 416(a) entitles every holder to a certificate. Cal. Corp. Code § 416(b) allows a system of issuance, recordation, and transfer by electronic or other means that does not involve certificates, including notice in place of the certificate statements. The system must be approved by the SEC, authorized by a statute of the United States, or in accordance with Division 8 of the Commercial Code. It does not cover certificates already outstanding until those certificates are surrendered.
A $21.00 file does not recite those approvals. A California corporation that wants to stop issuing paper has to adopt a system the subdivision describes, tell purchasers what the certificates would have told them, and collect the old certificates. Until then, the entitlement in Cal. Corp. Code § 416(a) is the rule. The state page is California stock certificate requirements.
| Paper certificate | No certificate | |
|---|---|---|
| Delaware | Default under DGCL 8 Del. C. § 158 | Board resolution for some or all classes |
| Michigan and New Jersey | Default | Board authorization, plus a written statement or notice |
| California | The shareholder's entitlement | Only a system with one of the three approvals in Cal. Corp. Code § 416(b) |
| North Carolina through Massachusetts in the first table | Permitted | Permitted, with a written statement in a reasonable time |
Trap: leaving old certificates in drawers. Every uncertificated statute checked here says the old certificates continue until they are surrendered. Digital does not reach backward.
What the digital holder should actually get
The written statement is not a welcome email. It carries the information the certificate would have carried: corporation, state, holder, number, class, series, and, where the statute requires it, the class summary and the restriction. Texas adds the par or no-par line through Tex. Bus. Orgs. Code § 3.205, because that line is part of the certificate information. Nevada adds the 10-day confirmation after a written request under NRS 78.235(4)-(5). Match the statement to the state. A single PDF template that says "electronic certificate" and omits the state line fails the same way a blank paper certificate fails.
Compare pages: Delaware, New Jersey, Washington, and what must appear on a stock certificate.
E Stock Certificates | Electronic Stock Certificates | Blank Standard Stock Certificates - Set of 12
$21.00
Electronic certificate file, set of 12
Order this set →
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
Order this set →Which object to buy
If the statute you are under still wants paper, buy the printed set at $56.00 and have the right officers sign it. If the board has authorized uncertificated shares and you want a file the holder can keep, the electronic set is $21.00. If you want to print one certificate yourself, the utility is $0.99. None of the three is Cal. Corp. Code § 416(b). Read that subdivision before you rely on a file in California.
Mark's Corpex Certificate Print Utility
$0.99
Print your own certificate file
Order this set →
Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
Order this set →Questions
Is a PDF an uncertificated share?
Not by itself. Uncertificated shares are the status a statute describes, usually after a board authorization, with a written statement of the certificate information. A file in the catalog is $21.00. The legal step is the statute.
Which states say paper is optional?
North Carolina, Washington, Colorado, Arizona, Virginia, Massachusetts, and Florida say shares may but need not be certificated. Delaware, Michigan, and New Jersey start from certificates and then allow a board exit. California allows an electronic system only with the approvals in Cal. Corp. Code § 416(b).
What is a New Jersey punched card?
Subsection 14A:7-11(5) says a punched, magnetically coded, or otherwise machine-readable card may be the share certificate if it otherwise complies. It is still a certificate, not the uncertificated path in subsection 14A:7-11(6).
Do old paper certificates die when the board goes digital?
No. They remain outstanding until surrendered. That limit appears in Cal. Corp. Code § 416(b), N.C. Gen. Stat. § 55-6-26, RCW 23B.06.260, and the other uncertificated sections checked for this guide.
Does the holder get anything if there is no certificate?
Yes. The statutes require a written statement or notice within a reasonable time, containing the information the certificate would have shown. Nevada also confirms a position within 10 days after a written request under NRS 78.235(4)-(5).
Which product is the paper, and which is the file?
Printed Standard Certificates Class 1 are $56.00 for 20. The electronic set is $21.00 for 12. The print utility is $0.99. Pick from the statute first.
Statutes last checked November 3, 2026. Official text: Cal. Corp. Code § 416(b); DGCL 8 Del. C. § 158; N.C. Gen. Stat. § 55-6-26; N.J.S.A. 14A:7-11.