The short version
A stock certificate and an LLC membership certificate look alike. Both have a security border, a certificate number, a holder's name, and signature lines. The difference is what they are evidence of. A stock certificate shows that someone owns shares in a corporation. An LLC membership certificate shows that someone owns a membership interest, often counted in units or a percentage, in a limited liability company.
That difference comes from the entity, not the paper. A corporation issues shares under its articles and the state's corporation law. An LLC has members, and their rights come from the LLC agreement and the state's LLC law. Printing "shares" on an LLC certificate, or "units" on a corporate one, does not change what the holder owns. It just makes the record harder to read later. This page compares the two side by side. The full LLC rules are in our main guide to LLC membership certificates.
Side by side
| Stock certificate | LLC membership certificate | |
|---|---|---|
| Issued by | A corporation (including one taxed as an S corporation) | A limited liability company, including a PLLC |
| Evidence of | Shares of a class, and series if any | A membership interest, often stated as units or a percentage |
| Governing document | Articles of incorporation and bylaws | The LLC agreement (operating agreement) |
| Is a certificate the default? | Varies. Delaware shares are certificated unless the board resolves otherwise (DGCL 8 Del. C. § 158). Florida shares may but need not be certificated (Fla. Stat. § 607.0625(1)). | Only if the LLC agreement provides for it in Delaware (6 Del. C. § 18-702(c)) |
| Who signs | The officers the corporation statute names, for example any 2 authorized officers in Delaware | Whoever the LLC agreement authorizes; in Texas, each managerial official the governing documents authorize (Tex. Bus. Orgs. Code § 3.203) |
| Bearer form | Barred in Delaware and Texas, void in Nevada | Barred for Delaware LLC certificates (6 Del. C. § 18-702(c)) and for any Texas domestic entity |
| Words on the face | "Shares", class, par value where required | "Membership interest" or "units", and the company name with its LLC designator |
| Matching printed set | Printed Standard Class 1, $56.00 for 20 | Printed LLC, $56.00 for 20 |
Why the wording matters
Certificates get read years after they are signed: by a buyer's lawyer during a sale, by a bank opening an account, by an heir sorting out an estate, or by the owners themselves when they fall out. If the paper says "shares of common stock" but the company is an LLC, the first question will be whether a corporation ever existed. If the paper says "units" but the company is a corporation, the reader has to go find the articles to learn the class. Neither error usually undoes ownership, but both cost time at exactly the moment nobody has time.
The same goes for par value. A Texas corporation's certificate must state the par value or that the shares have no par value (Tex. Bus. Orgs. Code § 3.202(c)). LLC interests do not have a par value in the corporate sense, so an LLC certificate printed from a stock template often carries a par line that does not fit. Our LLC sets are made for membership interests rather than corporate shares, so the wording starts from the right entity.
Texas applies one rule to both
Texas is the clearest example of why the two certificates are cousins. Its certificate section applies to an "ownership interest in a domestic entity", which covers both corporate shares and LLC membership interests (Tex. Bus. Orgs. Code § 3.202). So in Texas, the bearer ban, the conspicuous restriction note, and the free-copy rule for multiple classes apply whether the issuer is a corporation or an LLC. A Texas LLC that restricts transfers and never notes it on the certificate, or never provides the document, can lose the ability to enforce that restriction (Tex. Bus. Orgs. Code § 3.202(d)-(e)).
Because of that, we sell a separate Printed LLC Texas set at $56.00 for 20. If the company is a Texas LLC, start there rather than with the general LLC design.
When an LLC has no certificate at all
Many LLCs never issue certificates, and that is a choice the statutes allow. In Delaware, a membership interest is evidenced by a certificate only if the LLC agreement says so (6 Del. C. § 18-702(c)). In Texas, an entity that does not issue certificates gives the owner a written or electronic notice of the information a certificate would have shown (Tex. Bus. Orgs. Code § 3.205).
Corporations have similar routes for uncertificated shares, with different notices: a board resolution in Delaware, a written statement in Florida (Fla. Stat. § 607.0626), and a statement plus a 10-day confirmation on written request in Nevada (NRS 78.235(4)-(5)). The digital vs paper stock certificates guide covers that side.
If you do issue LLC certificates, check the operating agreement first. It should say the interests may be certificated, who signs, and whether transfers are restricted. If it says none of that, the agreement probably needs an amendment before the certificates are printed. That is a question for the company's lawyer, not for the certificate.
An S corporation election does not turn an LLC into a corporation
A common source of confusion is the tax election. An LLC that elects to be taxed as an S corporation is still an LLC under state law. It still has members and an LLC agreement, and its ownership is still a membership interest. So it still uses LLC membership certificates, not stock certificates. A corporation that elects S status, on the other hand, issues stock. The S corp stock certificates guide covers the corporation case.
Which set to order
| Your entity | Printed set (20) | Blank set (20) |
|---|---|---|
| Corporation, one class | Printed Standard Class 1, $56.00 | Blank Standard 1 Class, $45.00 |
| Corporation, two classes | Printed Standard Class 2, $56.00 | Blank Standard 2 Class, $45.00 |
| LLC (most states) | Printed LLC, $56.00, or Printed LLC (Version 2), $56.00 | Blank LLC, $45.00 |
| Texas LLC | Printed LLC Texas, $56.00 | Blank LLC Texas, sets of 100 and up |
| Professional LLC | Printed PLLC, $56.00 | Blank PLLC, sets of 100 and up |
Printed LLC Certificates - Set of 20
$56.00
Membership certificates for an LLC
Order this set →
Printed Standard Certificates Class 1 - Set of 20
$56.00
Stock certificates for a corporation
Order this set →
Printed LLC Texas Certificates - Set of 20
$56.00
Written for a Texas LLC
Order this set →
Printed PLLC Certificates - Set of 20
$56.00
For a professional LLC
Order this set →Not sure which entity you have? Look at the name on the formation document. "Inc.", "Corp.", or "Corporation" means stock certificates. "LLC", "L.L.C.", or "PLLC" means membership certificates. Partnerships use neither; see the LP, LLP, and LLLP certificates in the store.
Questions
Is an LLC membership certificate the same as a stock certificate?
No. A stock certificate is evidence of shares in a corporation. An LLC membership certificate is evidence of a membership interest, often stated in units or a percentage, in an LLC. The designs look similar, but the wording should match the entity.
Can an LLC issue stock certificates?
An LLC does not have stock, so it should not issue certificates that describe shares of stock. It can issue membership certificates if its LLC agreement provides for them. In Delaware, an interest is evidenced by a certificate only if the agreement says so (6 Del. C. § 18-702(c)).
Does an LLC have to issue membership certificates?
Not in the statutes checked here. Delaware leaves it to the LLC agreement. Texas allows uncertificated interests with a written or electronic notice to the owner (Tex. Bus. Orgs. Code § 3.205).
My LLC is taxed as an S corporation. Do I need stock certificates?
No. The tax election does not change the entity under state law. The company is still an LLC, its owners are still members, and LLC membership certificates are the matching document.
Do Texas certificate rules apply to LLCs?
Yes. Tex. Bus. Orgs. Code § 3.202 applies to an ownership interest in any domestic entity, so the bearer ban, restriction note, and multi-class rules apply to Texas LLC certificates too.
What should an LLC membership certificate say?
The company name with its LLC designator, the member's name, the units or percentage owned, the certificate number and date, any transfer restriction, and signatures from the people the LLC agreement authorizes. Our LLC guide covers each line.
How much are LLC certificates?
Printed LLC, LLC (Version 2), LLC Texas, and PLLC sets are each $56.00 for 20. Blank LLC certificates are $45.00 for 20.
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; 6 Del. C. § 18-702(c); Tex. Bus. Orgs. Code § 3.202; Fla. Stat. § 607.0625; Fla. Stat. § 607.0626; NRS 78.235.