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Nonprofit membership certificates
A stock certificate says someone owns shares. A nonstock corporation is forbidden to issue shares. The membership form in the catalog is a different document, and this page will not pretend a share statute governs it.
The statute that forbids the stock certificate
Va. Code § 13.1-814, in the Virginia Nonstock Corporation Act, says a corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors, or officers, except that a corporation may make distributions to another nonprofit corporation that is a member or that has the power to appoint one or more of its directors. The section also says the corporation may pay reasonable compensation for services, may confer benefits upon its members in conformity with its purposes, and may make distributions as the rest of the sentence, in the official text, allows. The sentence that matters for this catalog is the first one. There are no shares to certificate.
A stock certificate that says a person owns a number of shares of a class contradicts that prohibition if the issuer is a Virginia nonstock corporation. The right document is not a cleaned-up version of Va. Code § 13.1-647(A). That section is in the stock corporation act. It says shares may but need not be represented by certificates. A nonstock corporation does not get to the "may" because it does not have shares to represent.
Trap: printing a membership interest on a stock certificate and crossing out the word shares. Va. Code § 13.1-814 says the corporation shall not issue shares of stock. Use a membership form. Do not issue a share certificate with a handwritten correction.
What this page will not invent
The fetched nonstock section does not list the lines a membership certificate must contain. It does not name signers. It does not mention par value, series, or a restrictive legend. Competitor pages often publish a "required nonprofit certificate checklist" that copies the business-corporation face: state of organization, member name, class of membership, and two officers. Some of those lines may be sensible recordkeeping. They are not Va. Code § 13.1-814. This page will not promote them to legal requirements.
What the section does forbid, besides shares, is the equity-style payout. No dividend. No distribution of income to members, directors, or officers, except the nonprofit-to-nonprofit distribution the section states, reasonable compensation, benefits in conformity with the purposes, and the further distributions the official sentence includes. A membership certificate that promises a dividend, a liquidation preference, or a par value is describing shares. That is the document the section says not to issue.
| Document | What the fetched statute says |
|---|---|
| Share certificate under Va. Code § 13.1-647(A) | For a stock corporation. Shares may but need not be certificated. The face and two-officer rules are in the rest of that section. |
| Share certificate for a Virginia nonstock corporation | Va. Code § 13.1-814: the corporation shall not issue shares of stock. |
| Printed NFP certificate in this catalog | A product, $56.00 for 20. Not a statute. It does not supply the lines Va. Code § 13.1-814 never listed. |
Share rules you should not borrow
The stock pages on this site are about shares. They are the wrong template for a nonstock membership, and they are the right template if the nonprofit was in fact incorporated as a stock corporation. Read the formation document before you pick the paper.
| If the issuer has shares | Use the share statute | Do not use it when |
|---|---|---|
| California general corporation | Cal. Corp. Code § 416(a), the entitlement to a certificate and the two officer groups | The issuer is not a stock corporation. This guide did not fetch a California nonprofit membership-certificate section. |
| North Carolina business corporation | N.C. Gen. Stat. § 55-6-25(b) for the face, and N.C. Gen. Stat. § 55-6-26 if shares are uncertificated | You are looking at a member, not a shareholder |
| Delaware corporation | DGCL 8 Del. C. § 158 for shares | You only have a membership interest. A Delaware LLC certificate is a third document, covered in LLC membership certificates. |
| Texas entity | Tex. Bus. Orgs. Code § 3.202 for an ownership interest in a domestic entity, including the par or no-par line | You are describing a non-ownership membership. Do not print par value on a membership card to satisfy a share statute. |
Limited liability company certificates are closer to membership than stock is, and they are still the wrong citation. 6 Del. C. § 18-702(c) lets a Delaware LLC agreement provide that the interest is evidenced by a certificate, and it bars bearer form. That is an LLC interest. Va. Code § 13.1-814 is a nonstock corporation. The printed LLC set at $56.00 and the printed nonprofit set at $56.00 are different products because the issuers are different. Pick from the formation document, not from the border color.
Trap: a membership certificate that states a share count and a par value. Those are share facts. Va. Code § 13.1-814 says the nonstock corporation shall not issue shares of stock and shall not pay a dividend. Take those words off the form.
What the printed form can honestly be
The Printed NFP Certificates are a set of 20 at $56.00. They are a way to hand a person a record that the organization recognizes a membership. The Virginia statute fetched here does not require you to hand that record out, and it does not prescribe the signature lines. If the bylaws require a membership certificate, follow the bylaws. Those bylaws are not Va. Code § 13.1-814. Say that plainly in the minutes so nobody later treats the certificate as a share.
Keep a list of members the way a stock corporation keeps a ledger, as office practice. This page will not cite DGCL 8 Del. C. § 219(c) as the membership-list statute. That subsection defines a stock ledger of stockholders. A nonstock corporation's member list is a different record. If you want a statute for the member list, fetch the nonstock act's record section. It was not part of the text checked here.
Other states' nonstock or nonprofit certificate sections were not verified for this page. Georgia's certificate statute could not be pulled from the official code file we obtained, and several nonprofit section URLs did not return the statute. This page uses Va. Code § 13.1-814 because that official page did return the prohibition. It does not guess the rule for a nonprofit formed somewhere else. If your nonprofit is a Virginia nonstock corporation, start here. If it is a stock corporation that happens to have a charitable purpose, you may be under Va. Code § 13.1-647(A) instead, and you should read the Virginia stock certificate page before you order membership paper.
What to order
For a membership certificate, order the Printed NFP set at $56.00. For a corporation that actually has shares, order Printed Standard Certificates Class 1 at $56.00 and follow the stock statute. For an LLC membership interest, order the printed LLC set at $56.00 and read the LLC guide. Do not put a par value, a class of stock, or a dividend promise on the nonprofit form.
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
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Printed LLC Certificates - Set of 20
$56.00
Membership certificates, set of 20
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Can a Virginia nonstock corporation issue stock certificates?
No. Va. Code § 13.1-814 says a corporation shall not issue shares of stock. It also restricts dividends and distributions of income, with the exceptions written in that section.
Does that section list what a membership certificate must say?
No. It forbids shares and describes distributions. It does not prescribe signer titles, a state-of-organization line, or a legend. This page will not invent that checklist.
Should we use the business-corporation face rules?
Only if the issuer has shares. Va. Code § 13.1-647(A) is the stock corporation act. Cal. Corp. Code § 416(a) and DGCL 8 Del. C. § 158 are share statutes. They are the wrong citation for a nonstock corporation.
Is the printed nonprofit set required by Virginia law?
No. It is a catalog product at $56.00 for 20. Va. Code § 13.1-814 does not mention it and does not require a certificate.
Can a membership certificate promise a dividend?
Va. Code § 13.1-814 says no dividend shall be paid and income is not distributed to members, directors, or officers, except as that section states. A dividend promise describes shares.
What if the nonprofit was formed in another state?
This page does not supply that state's statute. Use Va. Code § 13.1-814 only for a Virginia nonstock corporation. If the entity has shares, use the stock certificate page for the state of incorporation.
Statutes last checked November 3, 2026. Official text: Va. Code § 13.1-814; Va. Code § 13.1-647(A); Cal. Corp. Code § 416(a).