Par value and no-par stock on the certificate
Par value is a number in the articles. It becomes a certificate problem only when the statute says the face must state it. In the sections checked here, that statute is Texas.
A share can have a par value the certificate never mentions
People treat "par" and "no par" as a printing choice. The statutes split the question. One question is what the formation document says the shares are. This guide does not restate every formation statute. The question it can answer is which certificate statute, among those fetched, forces that number onto the paper.
Tex. Bus. Orgs. Code § 3.202(c) is the one that does. The front must state that the entity is organized under Texas law, name the holder, state the number and class or series, and state the par value of each share represented by the certificate or state that the shares have no par value. Silence is not a no-par statement. If the shares have no par, the certificate has to say so. If they have a par, the certificate has to state it. The Texas page walks the rest of that front: Texas stock certificate requirements.
Trap: leaving the par line blank on a Texas certificate because the form's other blanks got filled in. Tex. Bus. Orgs. Code § 3.202(c) treats the par value, or an express no-par statement, as part of the front.
Faces that do not require the par line
The certificate sections fetched for this batch list what the face must state. Par value is not in those lists. That is not a claim that par value has been abolished in the formation document. It is a claim about the certificate. Do not add a nominal par figure to satisfy a statute that never asked for it, and do not leave it off a Texas certificate because these other states omit it.
| Statute | Required face, in the words that matter | Par line required there? |
|---|---|---|
| Tex. Bus. Orgs. Code § 3.202(c) | Organized under Texas law, holder, number, class or series, par value or a no-par statement | Yes |
| Cal. Corp. Code § 416(a) | Number of shares and the class or series owned by the shareholder | No |
| N.C. Gen. Stat. § 55-6-25(b) | Corporation, North Carolina law, person, number, class, series | No |
| RCW 23B.06.250 | Corporation, laws of this state, person, number, class, series | No |
| C.R.S. § 7-106-206(2) | Domestic entity name, incorporated under the law of this state, person, number, class, series | No |
| A.R.S. § 10-625(B) | Corporation, laws of this state, person, number, class, series | No |
| MCL 450.1332 | Formed under the laws of this state, person, number, class, series | No |
| N.J.S.A. 14A:7-11(3) | Organized under the laws of this State, person, number, class, series | No |
| Va. Code § 13.1-647(B) | Corporation, law of the Commonwealth, person, number, class, series | No |
| M.G.L. c. 156D, § 6.25(a)-(b) | Corporation, laws of the commonwealth, person, number, class, series | No |
| DGCL 8 Del. C. § 158 | The confirmed Delaware section does not impose a par line | No |
| Fla. Stat. § 607.0625(2) | Corporation, Florida law, holder, number, class, series | No |
| Ohio Rev. Code § 1701.24(B) | Number and class, with the Ohio officer pair | No |
Colorado adds a permission the required-face list does not. C.R.S. § 7-106-206(3) says the certificate may contain such other information as the corporation deems necessary or appropriate. A Colorado corporation may print a par figure because it wants to. The section does not say it must. Arizona's payment rule is different again. A.R.S. § 10-625(A) says a certificate shall not be issued for any share until such share is fully paid. That is about payment, not about printing a par value. Fully paid and par value are not the same number.
How to say no par when you must say something
On a Texas certificate the choice is explicit. State the par value of each share the certificate represents, or state that the shares have no par value. "No par" as a heading with the value line left blank is the failure. Write the statement in words. If different shares on one certificate somehow had different par values, the statute says "each share represented by the certificate." Do not average them.
On a North Carolina, Washington, Colorado, Arizona, Virginia, or Massachusetts certificate, adding "no par value" is optional extra text unless some other statute you have checked requires it. This guide did not fetch a second statute that adds the line back. If your lawyer points at a formation section, follow that section. Do not treat this table as a promise that no other statute in the state mentions par.
Trap: one template for a Texas company and a California company. Cal. Corp. Code § 416(a) certifies number and class or series. Tex. Bus. Orgs. Code § 3.202(c) adds par or no par. Print two versions.
The notice has to carry the Texas line too
Tex. Bus. Orgs. Code § 3.205 says the owner of an uncertificated interest is notified in writing or electronically of the information required on the certificate. If you skip paper in Texas, the notice still includes the par value or the no-par statement. Dropping the certificate does not drop the fact. Other states' uncertificated statements carry whatever their certificate sections require. Because those sections do not require par, the statement does not pick up a par line from Texas by analogy.
Class rights are a separate printed item. A second class with a different par, in a state that has two classes, may also be a second class of stock for tax purposes. That issue is 26 U.S.C. § 1361(b), discussed in S corp stock certificates. Par value and "one class of stock" are not synonyms. You can have one class with a par value. You can describe two classes with no par and still have more than one class.
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Order this set →Questions
Which state in this set requires par value on the certificate?
Texas. Tex. Bus. Orgs. Code § 3.202(c) requires the par value of each share or a statement that the shares have no par value. The other certificate sections in the table do not.
Is no-par stock the same as omitting the line?
Not in Texas. The section requires an affirmative no-par statement if that is what the shares are. A blank is not the statement.
Does California require a par line?
Not in Cal. Corp. Code § 416(a). That subdivision certifies the number of shares and the class or series.
Does "fully paid" mean "par value"?
No. A.R.S. § 10-625(A) and N.J.S.A. 14A:7-11(4) stop a certificate until the share is fully paid. They do not add a par-value line to the face list.
If Texas shares are uncertificated, does the par line disappear?
No. Tex. Bus. Orgs. Code § 3.205 requires notice of the information that would have been on the certificate, which includes the par or no-par statement.
Can a Colorado certificate mention par anyway?
C.R.S. § 7-106-206(3) allows other information the corporation deems necessary or appropriate. It does not require a par line. C.R.S. § 7-106-206(2) is the required face, and par is not on it.
Statutes last checked November 3, 2026. Official text: Tex. Bus. Orgs. Code § 3.202(c); A.R.S. § 10-625(B); Cal. Corp. Code § 416(a); N.C. Gen. Stat. § 55-6-25(b).