LLC membership certificates

The certificate is evidence, and the agreement is the interest

Corporate stock guides talk about shares because a corporation's statute talks about shares. A limited liability company is built on an agreement. People still want a piece of paper that looks like a stock certificate, especially when a member is writing a check or a lender is asking what the member owns. That paper is worth having only if you know what it is evidence of.

6 Del. C. § 18-702(c) is the Delaware sentence. The LLC agreement may provide that a limited liability company interest is evidenced by a certificate of limited liability company interest. The confirmed phrase is "evidenced by a certificate of limited liability company interest." "May provide" is permission sitting inside the agreement. It is not a command that every Delaware LLC print certificates, and it is not a command that a certificate issued without that agreement clause becomes the interest.

If the agreement is silent, stapling a handsome certificate on top of that silence does not create a rule the agreement never stated. Amend the agreement if the members want certificates, then print. The corporate issuance sequence in how to issue stock certificates is useful for the ledger habit and the wrong statute for the signature block.

No bearer LLC certificate in Delaware

6 Del. C. § 18-702(c) also refuses bearer form. The same confirmed row that allows the certificate says there is no bearer form. A membership "certificate" with the member line blank, intended to pass by handing it over, is outside that section. Name the member. If the agreement assigns the interest only on the books of the company, the certificate should say it is evidence, not a bearer instrument.

Texas writes the rule for any domestic entity

Texas does not leave LLCs in a side hallway. Tex. Bus. Orgs. Code § 3.202 applies to an ownership interest in a domestic entity. The confirmed phrase is "ownership interest in a domestic entity." A Texas LLC membership interest is that kind of interest, so the face rules, the restriction rule, and the bearer prohibition all show up on a membership certificate.

On the front, Tex. Bus. Orgs. Code § 3.202(c) still wants: organized under Texas law, the owner's name, the number and class or series, and the par value or a statement that there is no par value. Membership interests are often not described in par-value language. When the interest has no par, the section's own alternative is a statement that there is no par value. Do not skip the line because the word "par" feels corporate. The Texas stock certificate page walks the corporate version of the same front; the domestic-entity sentence is why the walk also covers the LLC.

What to print on the membership certificate

For a Delaware LLC, print the company name, the member's name, and a description of the interest the agreement actually gave that member. State that the certificate evidences the interest under the LLC agreement. Do not describe it as stock, and do not add a corporate two-officer legend drawn from DGCL 8 Del. C. § 158. If the agreement names the people who sign membership certificates, those are the signers. If it names none, fix the agreement before you invent a pair.

For a Texas LLC, print the Tex. Bus. Orgs. Code § 3.202(c) front: Texas organization, holder, number, class or series, and par value or a no-par statement. Have each authorized managerial official sign, which is Tex. Bus. Orgs. Code § 3.203, including the 2023 amendment noted in the factsheet (S.B. 1514). A seal remains optional under Tex. Bus. Orgs. Code § 3.202(a),(f).

The catalog separates these wordings on purpose. Printed LLC Certificates are $56.00 for 20. Printed LLC (Version 2) Certificates are $56.00 for 20 and use a different layout of the same kind of evidence. Printed LLC Texas Certificates are $56.00 for 20 and are the set aimed at the Texas face. Pick the wording that matches the agreement you have, not the border you like.

Professional companies, without a statute this page does not have

Printed PLLC Certificates, $56.00 for 20, are the catalog's set for a professional limited liability company. The factsheet used for this guide does not contain a separate professional-company certificate statute. Do not read this page as confirming a PLLC-specific face requirement. Use the Delaware rule if the professional company is a Delaware LLC, or the Texas domestic-entity rule if it is a Texas entity, and have counsel confirm any licensing legend your profession adds on top of those statutes. The product is the paper. The statute is the one confirmed above.

Restrictions are still conspicuous in Texas

LLC agreements are full of transfer limits: consent rights, rights of first refusal, drag and tag arrangements. In Texas those limits meet Tex. Bus. Orgs. Code § 3.202(d)-(e). The restriction has to be conspicuously noted, and if the entity does not provide the document, it may not enforce the restriction. A membership certificate that says "transfer restricted" and a company that cannot produce the agreement section is the failure mode the statute describes.

Delaware's confirmed LLC row does not contain that enforcement sentence. A Delaware company that wants the restriction honored should still say so in the agreement and on the certificate, as a drafting matter. This page will not pretend 6 Del. C. § 18-702(c) contains the Texas enforcement limit.

When the interest stays off paper

Delaware: silence in the LLC agreement is already an uncertificated world, because the certificate exists only if the agreement provides for it. Do not issue a surprise certificate that the agreement does not mention and then treat it as the interest.

Texas: choosing not to certificate the interest does not end the paperwork. Tex. Bus. Orgs. Code § 3.205 requires notice, in writing or electronically, of the information that would have been on the certificate. The statute's label for that notice is part of the confirmed row. Send it.

Which printed LLC set to order

Match the paper to the statute you just read. A Delaware or other non-Texas LLC that has amended its agreement to allow certificates can use the standard printed LLC set or version 2, each $56.00 for 20. A Texas LLC should use the Texas set, $56.00 for 20, so the face has room for the Texas organization line and the par or no-par statement. A professional LLC that wants the PLLC heading uses that set, $56.00 for 20, and still follows the Delaware or Texas rule that actually governs the entity. Corporate share certificates are a different shelf: start at what must appear on a stock certificate if the issuer is a corporation.

Questions

Does a Delaware LLC have to issue membership certificates?

No. 6 Del. C. § 18-702(c) says the LLC agreement may provide that the interest is evidenced by a certificate. If the agreement does not say that, the confirmed section does not require a certificate.

Can a Delaware LLC membership certificate be in bearer form?

No. 6 Del. C. § 18-702(c) allows a certificate of limited liability company interest and does not allow bearer form.

Do Texas stock-certificate rules apply to a Texas LLC?

Yes. Tex. Bus. Orgs. Code § 3.202 applies to an ownership interest in a domestic entity, so the face rules, the bearer prohibition, and the restriction rule cover a Texas LLC interest.

Who signs a Texas LLC certificate?

Each managerial official the governing documents authorize, under Tex. Bus. Orgs. Code § 3.203. Do not substitute the Delaware corporate rule of any 2 authorized officers.

What is the difference between the LLC set and version 2?

Both are printed sets of 20 at $56.00. Version 2 is an alternate layout for the same job: evidencing a membership interest. The Texas LLC set, also $56.00, is the one worded for the Texas face requirements.

Is there a confirmed statute just for PLLC certificates?

Not in the factsheet this guide uses. The printed PLLC set is $56.00 for 20. Govern the certificate with 6 Del. C. § 18-702(c) or Tex. Bus. Orgs. Code § 3.202, depending on the entity, and confirm any professional legend separately.

What if a Texas LLC does not want paper certificates?

Tex. Bus. Orgs. Code § 3.205 still requires a written or electronic notice of the information that would have appeared on the certificate.

Does a Texas LLC lose a transfer restriction that was never copied?

It can. Tex. Bus. Orgs. Code § 3.202(d)-(e) says the entity may not enforce the restriction if it fails to provide the document. The restriction also has to be conspicuous.

Statutes last checked November 3, 2026. Official text: 6 Del. C. § 18-702(c); Tex. Bus. Orgs. Code § 3.202; Tex. Bus. Orgs. Code § 3.203; Tex. Bus. Orgs. Code § 3.205.