The stock ledger and the transfer record
The certificate is what the holder keeps. The ledger is how the corporation knows who the holder is. Delaware defines that record. Several other states tell you what to send when shares move without paper.
What Delaware means by stock ledger
DGCL 8 Del. C. § 219(c) defines "stock ledger" as one or more records administered by or on behalf of the corporation in which the names of all of the corporation's stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded. The same subsection says the stock ledger shall be the only evidence as to who are the stockholders entitled by that section to examine the list required by the section or to vote in person or by proxy at any meeting of stockholders.
That is a working definition, not a software brand. One spreadsheet can be the ledger if it actually contains the names, addresses, share counts, issuances, and transfers. A folder of unsigned certificates is not the ledger. A cap-table screenshot that omits addresses, or that never records a transfer, is not the record the subsection describes. "Administered by or on behalf of the corporation" means the company can use an agent. It does not mean the company can skip the contents.
The voting sentence is easy to under-read. For the examination and voting rights in that section, the stock ledger is the only evidence of who the stockholders are. A side letter that someone "really" owns the shares does not replace the ledger when the question is who may vote. If the transfer was real, record it. The transfer steps are in how to transfer shares.
Trap: two lists that disagree. DGCL 8 Del. C. § 219(c) points at the stock ledger as the only evidence for who may examine the list or vote. Keep issuances and transfers in that record, not in a separate notebook that nobody updates.
Columns that match the definition
| DGCL 8 Del. C. § 219(c) item | What to enter | Why you will need it later |
|---|---|---|
| Stockholder of record | The registered name, not a nickname | Voting and the certificate holder line should match |
| Address | The address you would use for notice | The definition includes the address |
| Number of shares | The count registered in that name, by class if you have more than one | A lost-certificate replacement starts here |
| Issuances | Date, certificate number if any, and the board action | Shows the shares were actually issued |
| Transfers | Date, from whom, to whom, certificate surrendered | The subsection says all transfers are recorded |
Certificate stubs on a printed set of 20 are the paper version of the issuance line. Printed Standard Certificates Class 1 are $56.00. Complete the stub when you complete the certificate. A blank set of 100, at $120.00, is the same habit at higher volume: every certificate that leaves has a stub that stays. The print utility at $0.99 does not include a stub. If you print from the file, create the ledger line yourself. The file is not the record DGCL 8 Del. C. § 219(c) describes.
The written statement is a different record
Several states require a writing to the holder when shares are issued or transferred without a certificate. That writing is not the stock ledger. The ledger is the corporation's record. The statement is what the holder receives. You need both.
| Statute | When the holder must receive a writing |
|---|---|
| N.C. Gen. Stat. § 55-6-26 | Within a reasonable time after issue or transfer of shares without certificates |
| RCW 23B.06.260 | The corporation delivers a written statement within a reasonable time after issuance or transfer |
| C.R.S. § 7-106-207 | The corporation sends a written statement within a reasonable time |
| A.R.S. § 10-626 | The corporation sends a written statement within a reasonable time |
| MCL 450.1336 | A written statement of the certificate information within a reasonable time |
| N.J.S.A. 14A:7-11(6) | Written notice to the registered owner within a reasonable time, and the rights match certificated shares of the same class and series |
| Va. Code § 13.1-648(B) | The corporation delivers a written statement within a reasonable time |
| M.G.L. c. 156D, § 6.26(a) | The corporation sends a written statement within a reasonable time |
Cal. Corp. Code § 416(b) describes a system of issuance, recordation, and transfer that does not involve certificates, but only if the system has one of the approvals that subdivision lists. Recordation is in the sentence. A California corporation that adopts that system still has to record. It does not get to keep the history in someone's inbox. Delaware corporations that issue uncertificated shares under DGCL 8 Del. C. § 158 still have a stock ledger under DGCL 8 Del. C. § 219(c). The board resolution and the ledger are not substitutes for each other.
How a transfer should hit the ledger
When a certificate is surrendered and a new one is issued, the ledger should show the old certificate number stopped and the new number started, with the same or the split share count. N.J.S.A. 14A:7-12 says shares are personal property transferable under the Uniform Commercial Code chapter on investment securities, except as the New Jersey act provides. The ledger is where that transfer becomes visible to the corporation. A restriction that has to be noted conspicuously on the certificate should be visible in the transfer line too, so the next certificate is not issued clean by accident. The legend rules are in stock certificate legends.
If the old certificate is lost rather than surrendered, do not record a transfer you did not see. Record a replacement under the lost-certificate statute that applies, and see lost stock certificate replacement. DGCL 8 Del. C. § 167 is Delaware's version. It is not a transfer to a new owner unless the owner is actually changing.
Trap: updating the certificate and not the ledger. The holder can frame the paper. DGCL 8 Del. C. § 219(c) is what the corporation uses to say who may vote. If the paper and the ledger disagree, fix the record before the meeting.
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
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Mark's Corpex Certificate Print Utility
$0.99
Print your own certificate file
Order this set →What to keep next to the ledger
A printed set gives you stubs. Order Class 1 at $56.00 for one class or Class 2 at $56.00 if the ledger tracks two classes and the certificates must say so. Firms that issue often use the blank set of 100 at $120.00 and enter every stub the day it is signed. The issuance order of operations is in how to issue stock certificates.
Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
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Blank Standard 1 Class Stock Certificates - Set of 100
$120.00
Blank single-class forms, set of 100
Order this set →Questions
What is a Delaware stock ledger?
DGCL 8 Del. C. § 219(c) defines it as one or more records of the stockholders of record, their addresses, the number of shares registered in each name, and all issuances and transfers. For that section, it is the only evidence of who may examine the stockholder list or vote.
Is a spreadsheet enough?
The statute says one or more records administered by or on behalf of the corporation. It does not name a product. The record has to contain the names, addresses, share counts, issuances, and transfers.
Do uncertificated shares skip the ledger?
No. DGCL 8 Del. C. § 219(c) includes all issuances and transfers. States that allow uncertificated shares also require a written statement or notice to the holder within a reasonable time.
What is the difference between the ledger and the written statement?
The ledger is the corporation's record of who owns the shares. The written statement is what statutes such as N.C. Gen. Stat. § 55-6-26 and RCW 23B.06.260 tell the corporation to send to the shareholder.
Where do certificate numbers go?
On the issuance and transfer lines, next to the share count. You will need the number if a certificate is later replaced under DGCL 8 Del. C. § 167 or a similar statute.
Which product includes stubs?
The printed sets of 20 at $56.00, and the blank set of 100 at $120.00. The $0.99 print utility does not include a stub book, so the ledger line has to be created separately.
Statutes last checked November 3, 2026. Official text: DGCL 8 Del. C. § 219(c); N.C. Gen. Stat. § 55-6-26; RCW 23B.06.260; N.J.S.A. 14A:7-11.