How to issue stock certificates
Issuing a certificate is a sequence, not a font choice. Approve the shares, fill in only what that state's statute puts on the face, sign with the right people, record the stub, then deliver.
The sequence, in the order it actually happens
A certificate that looks finished and was never authorized is a souvenir. Work in this order. The legal pins below are only the ones confirmed in the factsheet. Where a step is office practice, it is labeled that way and is not dressed up as a code section.
- Board resolution. The directors approve the issuance: who receives the shares, how many, and which class. In Delaware, a separate resolution is what takes a class off paper under DGCL 8 Del. C. § 158. In Nevada, a board authorization is what permits uncertificated shares under NRS 78.235(4)-(5). Write the resolution so a stranger can match it to the certificate six months later.
- Check the number you are allowed to issue. This is office practice, not a new statute. Read the formation document and count what prior resolutions already issued. The certificate should recite only shares that document and those resolutions still have room for. If the class does not exist in the formation document, stop and fix that document before anyone signs a certificate.
- Fill in the certificate. Use the face list for that state, collected in what must appear on a stock certificate. Texas is the strict front: organization under Texas law, holder, number, class, series, and par value or a no-par statement, under Tex. Bus. Orgs. Code § 3.202(c).
- Add the legends that were actually confirmed. Multi-class statements for Delaware, Texas, and Florida. A conspicuous restriction note in Texas, with the document available. Do not paste a legend from a different state's form and assume it is required.
- Signatures, and a seal only if you want one. Match the signer rule. The seal is optional where it is mentioned at all: Tex. Bus. Orgs. Code § 3.202(a),(f), Fla. Stat. § 607.0625(4), and the MBCA-style example RCW 23B.06.250.
- Stock ledger and stub. Office practice. Record the certificate number, the holder, the class, the number of shares, and the date. Tear or complete the stub so the book matches the paper that left. You will need this record if a certificate is later alleged to have been lost. Delaware's confirmed replacement power is DGCL 8 Del. C. § 167. Nevada's is NRS 78.235(6).
- Deliver. Hand the certificate to the holder, or send the uncertificated notice the statute describes. In Ohio, do not execute and do not deliver until those shares are fully paid. That limit is Ohio Rev. Code § 1701.24(B), and it is not a general rule this guide is applying to the other four states.
What the resolution should be able to prove
A useful issuance resolution identifies the human or entity receiving the shares, the class, the count, and the consideration the board accepted. It also says whether this class is certificated. If you are in Delaware and the class will not get paper, the resolution is the event DGCL 8 Del. C. § 158 describes. If you are in Nevada and the shares will be uncertificated, the resolution is the authorization in NRS 78.235(4)-(5), and someone still has to answer a written request within 10 days.
Attach or refer to the waiver or consent if the directors acted without a meeting, so the stock book points at a real approval. The certificate number can be assigned in the resolution or immediately afterward. Assign it before delivery so two certificates cannot claim the same number.
Filling the face without borrowing the wrong state
| If the company is | Fill these in from the confirmed statute | Leave these off the "required" list |
|---|---|---|
| A Delaware corporation | Holder, and two authorized officers. Class rights or a free-furnishing sentence if there is more than one class (DGCL 8 Del. C. § 151(f)). | A Texas par line presented as Delaware law. A transfer-agent countersignature presented as the price of a facsimile. |
| A Texas corporation or other domestic entity | Texas organization, holder, number, class, series, par or no-par. Each authorized managerial official signs (Tex. Bus. Orgs. Code § 3.203). | Bearer wording. Tex. Bus. Orgs. Code § 3.202(a),(f) forbids it. |
| A Florida corporation | Corporation name, organized under Florida law, the person to whom issued, number, class, series. Signers are whoever the bylaws or board designated. | A mandatory seal. Fla. Stat. § 607.0625(4) says the certificate may bear the seal or a facsimile of it. |
| A Nevada corporation | A certificate the stockholder is entitled to, naming the shares that person owns, signed by designated officers or agents. | A blank holder line. NRS 78.235(1) treats bearer form as void. |
| An Ohio corporation | Number and class, signed by the statutory pair, and only once the shares are fully paid. | A printed officer signature unless an incorporated transfer agent or registrar countersigns. |
Legends worth printing, and legends this guide will not invent
Three legends have a confirmed home:
First, multi-class disclosure. DGCL 8 Del. C. § 151(f), Tex. Bus. Orgs. Code § 3.202(b), and Fla. Stat. § 607.0625(3) each let you put the rights on the certificate or promise a free copy. Print one or the other. A promise you cannot fulfill is worse than a short summary.
Second, Texas transfer restrictions. The note has to be conspicuous, and the company has to be able to hand over the document. Tex. Bus. Orgs. Code § 3.202(d)-(e) is the section that takes enforcement away when that document never arrives. A restriction legend used in Delaware or Florida because "everyone uses one" is a drafting habit, not a confirmed requirement of those states on this page.
Third, do not print "bearer" or leave the holder blank in Delaware, Texas, or Nevada. The three confirmed bans are different sentences and the same practical result.
Signatures, facsimile, and the optional seal
Have the signers in the room, or have a facsimile that the relevant statute allows. Delaware allows facsimile signatures of the two authorized officers. Florida allows manual or facsimile signatures of the designated officers. Ohio allows facsimile officer signatures only together with a countersignature by an incorporated transfer agent or registrar. If you are not sure which sentence applies, you are not ready to print the signature block.
A corporate seal is a $40.00 object in the catalog. Buy it when the company wants an impression on certificates and on other papers. Do not buy it to satisfy a requirement these confirmed sections do not impose. Texas and Florida both say the seal or a facsimile of it may appear. "May" is the whole of the obligation.
Trap: Ohio facsimile on a closely held company. Without an incorporated transfer agent or registrar, Ohio Rev. Code § 1701.24(B) does not bless a printed officer signature. Sign the pair by hand, after the shares are fully paid.
Trap: Texas restriction legend with no document behind it. The legend is half of Tex. Bus. Orgs. Code § 3.202(d)-(e). The free document is the other half. Missing the document means the entity may not enforce the restriction.
The ledger is the record you will actually use
The certificate is what the holder keeps. The ledger is what the company keeps. Enter the certificate number, the date, the holder, the class, and the share count. If you later cancel the certificate, enter the cancellation on the same line. DGCL 8 Del. C. § 167 and NRS 78.235(6) both contemplate a replacement when a certificate is lost, stolen, or destroyed, and both let the corporation require security. You cannot replace "certificate number 14" if the ledger never assigned numbers.
Stubs on printed sets exist for this reason. Complete the stub when you complete the certificate, not the next quarter. A set of 20 printed certificates is $56.00. The stub book is part of what that set is for.
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
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Corporate Seal
$40.00
Desk seal for impressions
Order this set →Delivery, including the no-paper path
Delivery means the holder receives the certificate, or receives the notice that stands in for it.
Texas: Tex. Bus. Orgs. Code § 3.205 says the owner of an uncertificated interest is notified in writing or electronically of the information the certificate would have carried. The statute even titles that notice. Send the notice. Do not stop at "we decided not to print."
Florida: Fla. Stat. § 607.0626 says the written statement of the certificate information goes out within a reasonable time. Fla. Stat. § 607.0625(1) is what makes the certificate itself optional.
Nevada: the statement is due in a reasonable time, and a written request flips a second clock. Confirmation goes out within 10 days after the request is received, under NRS 78.235(4)-(5).
Ohio: if you are issuing paper, payment is the gate. No execution and no delivery until those shares are fully paid.
A corporate kit, if you want the minute book and a seal kept together, is sold separately at corporatekit.com. Forming the company is a different job from issuing a certificate; corpusa.net is the formation side. Neither link replaces the statute for the state you are already in.
What to have on the desk
Most first issuances use Printed Standard Certificates Class 1 at $56.00. Add the Class 2 set, also $56.00, when the charter has two classes and the legend has to mention both. The print utility at $0.99 is for a company that will print the face itself and still has to meet the statute. The seal at $40.00 is optional equipment, most relevant when you want an impression and you are in a state that treats the seal as permitted. The electronic set at $21.00 belongs after a real uncertificated authorization, not before it.
Mark's Corpex Certificate Print Utility
$0.99
Print your own certificate file
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Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
Order this set →Questions
What is the first step in issuing a stock certificate?
A board resolution that names the holder, the number, and the class. In Delaware and Nevada the resolution is also how the board authorizes a class to be uncertificated, under DGCL 8 Del. C. § 158 and NRS 78.235(4)-(5).
Do I need a corporate seal to issue shares?
Not under the sections confirmed here. Tex. Bus. Orgs. Code § 3.202(a),(f) and Fla. Stat. § 607.0625(4) make the seal optional. A seal in the catalog is $40.00 if you want one.
Can I print the certificates myself?
Yes. The print utility is $0.99. The paper still has to carry the face items and the signatures your state confirms. A printed set of 20 is $56.00 if you would rather start from finished certificates.
When can an Ohio certificate actually be signed?
After those shares are fully paid. Ohio Rev. Code § 1701.24(B) bars both execution and delivery before that, and it limits facsimile signatures to certificates countersigned by an incorporated transfer agent or registrar.
What legend do I print for a transfer restriction?
The confirmed rule in this set is Texas. Tex. Bus. Orgs. Code § 3.202(d)-(e) requires a conspicuous note, and the entity may not enforce the restriction if it fails to provide the document.
What do I send if there is no paper certificate?
Texas: the written or electronic notice in Tex. Bus. Orgs. Code § 3.205. Florida: the written statement within a reasonable time in Fla. Stat. § 607.0626. Nevada: a statement in a reasonable time and a confirmation within 10 days after a written request, under NRS 78.235(4)-(5). Delaware: the board resolution itself is the confirmed step under DGCL 8 Del. C. § 158.
Why keep a stock ledger if the holder has the certificate?
The company has to know which certificate number is outstanding. That record is what you use if a certificate is later lost. DGCL 8 Del. C. § 167 and NRS 78.235(6) both allow a replacement and both allow the corporation to require security.
Statutes last checked November 3, 2026. Official text: DGCL 8 Del. C. § 158; DGCL 8 Del. C. § 151(f); Tex. Bus. Orgs. Code § 3.202; Tex. Bus. Orgs. Code § 3.203; Tex. Bus. Orgs. Code § 3.205; Fla. Stat. § 607.0625(1); Fla. Stat. § 607.0626; NRS 78.235; Ohio Rev. Code § 1701.24(B).