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How to fill out a stock certificate

A line-by-line walkthrough of the certificate face, with the confirmed state rules that change who signs and what you must print.

Before you write on the certificate

Filling out a stock certificate is the last step of an issuance, not the first. The certificate is evidence that shares were issued. It does not create them. So before anyone picks up a pen, three things should already be true: the board has approved the issuance, the corporation has enough authorized shares of that class left, and you know which state's law the corporation was formed under.

That last point matters more than people expect. The lines you fill in, and who signs them, come from the state of incorporation, not the state where the owners live or where the business operates. A Delaware corporation run from Florida follows Delaware's signer rule. The guide on how to issue stock certificates covers the board approval and the record keeping around this step. This page covers the certificate itself, line by line.

One state adds a timing rule here. Ohio Rev. Code § 1701.24(B) says no certificate is executed or delivered until the shares are fully paid. If an Ohio founder is paying for shares over time, the certificate waits.

Field by field: what goes on each line

Most certificate designs, including the blank sets in our catalog, have the same core blanks. The table below says what to write in each one and where the rule comes from. "Practice" means it is a common record-keeping habit, not a line a confirmed statute in this set demands.

Line on the certificateWhat to writeSource
Certificate numberThe next number in sequence, matching the stub and the stock ledger. Start at 1 for the first certificate of each class if your ledger is kept that way.Practice, tied to the ledger
Number of shares (top corner)The share count in numerals, for example 1,000.Practice; the count itself is required in Texas, Florida, and Ohio
Corporation nameThe exact legal name from the articles, including Inc., Corp., or Corporation as filed.Named on the Florida face (Fla. Stat. § 607.0625(2))
State of incorporation"Incorporated under the laws of the State of ..." with the formation state.Required on the Texas front and the Florida face
Holder's nameThe full legal name of the person or entity that owns the shares. Never leave it blank.Texas, Florida; bearer form barred in Delaware and Texas and void in Nevada
Number of shares (in words)The same count spelled out, for example One Thousand.Practice; it makes later alteration harder
Class and seriesCommon, Preferred, Class A, and so on, plus the series when there is one.Texas and Florida list class and series; Ohio certifies the class
Par valueThe par value per share from the articles, or a statement that the shares have no par value.Required on the Texas front by Tex. Bus. Orgs. Code § 3.202(c)
DateThe date the certificate is issued.Practice, tied to the ledger
SignaturesThe officers your state names (see the table further down).State statute
SealAn embossed or printed seal if the corporation uses one.Optional in Texas, Florida, and the RCW 23B.06.250 example

If the corporation has more than one class, the certificate also needs the class-rights language. Delaware, Texas, and Florida each allow either a summary of the rights on the face or back, or a statement that the corporation will furnish them free on request (DGCL 8 Del. C. § 151(f), Tex. Bus. Orgs. Code § 3.202(b), Fla. Stat. § 607.0625(3)). The stock certificate legends guide covers that wording and transfer-restriction notes in more depth.

Step by step

  1. Pull the numbers. Open the board consent and the stock ledger. Note the holder, the share count, the class, and the next unused certificate number.
  2. Check the articles. Copy the exact corporate name and the par value (or no-par status). Do not guess either one from memory.
  3. Fill in the stub first. Write the certificate number, holder, share count, and date on the stub so the record exists even if the face gets spoiled.
  4. Fill in the face. Number, share count in numerals, corporation name, state, holder, share count in words, class and series, par line, and date. Use permanent ink or print the lines.
  5. Add the legends. If there is a transfer restriction or a second class, make sure the required notice is on the certificate. In Texas, a restriction has to be noted conspicuously.
  6. Sign it. The officers your state names sign on the signature lines. Add the seal impression if you use one.
  7. Record and deliver. Enter the issuance in the ledger, keep the stub in the book, and give the certificate to the holder.

If you make a mistake on the face, do not white it out. Mark that certificate void, keep it with its stub, and use the next number. The guide on how to void or cancel a stock certificate explains how to keep that clean in the records.

Where the states differ

The lines above cover the common ground. The table below shows the confirmed differences for the five states this site has checked, so you know which lines are optional and which are not.

StateWho signsLine people miss
DelawareAny 2 authorized officers; facsimile allowed (DGCL 8 Del. C. § 158)The holder line: Delaware corporations have no power to issue bearer certificates
TexasEach managerial official the governing documents authorize (Tex. Bus. Orgs. Code § 3.203)Par value or a no-par statement, and a conspicuous restriction note
FloridaThe officer or officers the bylaws or board designate, manual or facsimile (Fla. Stat. § 607.0625(4))"Organized under the laws of Florida" on the face
NevadaDesignated officers or agents (NRS 78.235(1))The holder line: bearer form is void
OhioChair, president, or vice-president plus secretary, assistant secretary, treasurer, or assistant treasurer (Ohio Rev. Code § 1701.24(B))The date: not before the shares are fully paid

For a state not listed here, read your own statute alongside the what must appear on a stock certificate checklist. Who signs is covered in more detail in who signs a stock certificate.

Mistakes that cost a reissue

A blank holder line. A certificate with no owner named reads like bearer paper. Delaware and Texas do not allow bearer form, and Nevada treats it as void (DGCL 8 Del. C. § 158, Tex. Bus. Orgs. Code § 3.202(a),(f), NRS 78.235(1)).

One signature where the state wants two. Delaware calls for any 2 authorized officers. Ohio names a pair from two different groups of offices. A single signature does not meet either rule.

A Texas certificate with no par line. Tex. Bus. Orgs. Code § 3.202(c) puts the par value, or a no-par statement, on the front.

A restriction nobody can see. If a Texas entity never notes the restriction conspicuously and never provides the document, Tex. Bus. Orgs. Code § 3.202(d)-(e) says it may not enforce the restriction.

Numbers that do not match the ledger. No statute in this set says so directly, but a certificate number that skips or repeats makes every later transfer harder to trace. Fill in the stub and the ledger at the same time as the face.

Handwrite, print, or have it pre-printed

There are three practical ways to get the information onto the paper, and the store sells all three.

MethodWhat you doPrice
Blank certificates, filled in by handWrite every line yourself in permanent inkBlank Standard 1 Class, $45.00 for 20
Blank certificates plus the Print UtilityType the holder, certificate number, shares, and date into a Windows program that prints onto Mark's Corpex certificatesPrint Utility $0.99, plus the blank set
Printed certificatesYour company name and formation details arrive pre-printed; you add the holder, shares, and signaturesPrinted Standard Class 1, $56.00 for 20

Handwriting is fine for one or two certificates. If you will issue to several holders, or want every certificate to look the same, the printed set removes most of the lines you would otherwise copy by hand, and the corporate name and state are spelled the same way on every one.

After the certificate is signed

The certificate leaves the building, and the record stays. Keep the stub in the certificate book, update the stock ledger with the holder, certificate number, class, share count, and date, and file the board consent with the minutes. If the holder ever sells or gives the shares away, the old certificate comes back, gets cancelled, and a new one is filled out the same way. The steps for that are in how to transfer shares.

If the corporation has two classes, use a two-class design, such as Printed Standard Certificates Class 2 at $56.00 for 20, so the class line and the rights statement have room on the certificate.

Questions

What information goes on a stock certificate?

At minimum, the corporation name, the holder's name, the number of shares, and the class, plus whatever your state adds. Texas and Florida also require the state of organization, and Texas requires the par value or a no-par statement (Tex. Bus. Orgs. Code § 3.202(c), Fla. Stat. § 607.0625(2)).

Can I fill out a stock certificate by hand?

Yes. None of the statutes checked for this site requires typed or printed entries. Use permanent ink, write the share count in numerals and words, and keep the stub and ledger in step with the face.

Who signs the stock certificate?

It depends on the state of incorporation. Delaware: any 2 authorized officers. Ohio: one officer from the chair, president, or vice-president group and one from the secretary or treasurer group. Texas: each managerial official the governing documents authorize. Florida: the officer or officers the bylaws or board designate. Nevada: designated officers or agents.

Do I have to put the par value on the certificate?

Among the five states checked here, only Texas requires it on the front, as the par value or a statement that the shares have no par value. See the par value vs no-par stock guide for how par value works.

What if I make a mistake while filling it out?

Do not correct it on the face. Mark the certificate void, keep it with its stub so the numbering stays complete, and fill out the next certificate.

Is a corporate seal required?

Not in the confirmed rows. Texas, Florida, and the RCW 23B.06.250 example all treat the seal as optional. Our Corporate Seal is $40.00 if you want one.

When can an Ohio corporation fill out and deliver the certificate?

Only after the shares are fully paid. Ohio Rev. Code § 1701.24(B) says no certificate is executed or delivered before then.

Statutes last checked November 3, 2026, from the official code sites listed here. Product prices checked November 11, 2026. Official text: DGCL 8 Del. C. § 158; Tex. Bus. Orgs. Code § 3.202; Fla. Stat. § 607.0625; NRS 78.235; Ohio Rev. Code § 1701.24(B); RCW 23B.06.250.

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