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What must appear on a stock certificate
The face of a stock certificate is a short list, and the list is not the same in every state. This guide uses only the statutes checked for Delaware, Texas, Florida, Nevada, Ohio, and one MBCA-style example.
Why a single template fails
People search for a universal list of what a stock certificate must show. Statute sites answer with one code section and no comparison. A printable template answers with blanks and no code section. The gap between those two is the face itself: holder, class, signatures, and the legends that keep a restriction or a second class from being a surprise.
This guide does not invent a 50-state code. It compares five states whose certificate statutes were checked on November 3, 2026, plus RCW 23B.06.250 as the MBCA-style example (the factsheet calls it the MBCA § 6.25 analog). If your corporation is formed somewhere else, use this as a way to read your own statute, not as a substitute for it.
The state write-ups are separate because the differences are the point: Delaware, Texas, Florida, Nevada, and Ohio.
A minimum example, labeled as an example
RCW 23B.06.250 is in the factsheet as a national-guide example, not as the law of the five states below. Its confirmed content is minimum face content, execution by two officers, and an optional seal. The phrase tied to the signer count is "must be executed by two officers." Use it to see the shape of an MBCA-style certificate. Then replace the signer sentence with the sentence from the state where the company is incorporated.
That example does not mention par value, a fully-paid condition, or a 10-day letter. Those show up in particular states, which is why a Washington-shaped form is the wrong last draft for Texas or Ohio.
Five states, five places the form can break
| Topic | Delaware | Texas | Florida | Nevada | Ohio |
|---|---|---|---|---|---|
| Signers | Any 2 authorized officers. Facsimile allowed. DGCL 8 Del. C. § 158. | Each managerial official the governing documents authorize. Tex. Bus. Orgs. Code § 3.203. | The officer or officers the bylaws or the board designated, manual or facsimile. Fla. Stat. § 607.0625(4). | Designated officers or agents. NRS 78.235(1). | A chair, president, or vice-president, plus a secretary, assistant secretary, treasurer, or assistant treasurer. Ohio Rev. Code § 1701.24(B). |
| Par value on the face | Not imposed by the confirmed text of DGCL 8 Del. C. § 158. | Required, or an express no-par statement. Tex. Bus. Orgs. Code § 3.202(c). | Not in the confirmed face list of Fla. Stat. § 607.0625(2). | Not in the confirmed summary of NRS 78.235(1). | Not in the confirmed text of Ohio Rev. Code § 1701.24(B). |
| Multi-class legend | Rights on the face or back, or a free-on-request statement. DGCL 8 Del. C. § 151(f). | Rights on the front or back, or a statement that the governing documents contain them and a free copy will be provided. Tex. Bus. Orgs. Code § 3.202(b). | Summary on the front or back, or a conspicuous free-on-request statement. Fla. Stat. § 607.0625(3). | No separate multi-class row was confirmed for NRS 78.235. | The confirmed section requires the certificate to certify the class. It does not state a free-copy legend. |
| Uncertificated notice | Board resolution for some or all classes. No separate timing row confirmed. DGCL 8 Del. C. § 158. | Written or electronic notice of the certificate information. Tex. Bus. Orgs. Code § 3.205. | Written statement within a reasonable time. Fla. Stat. § 607.0626. Shares may but need not be certificated under Fla. Stat. § 607.0625(1). | Statement within a reasonable time, and confirmation within 10 days after a written request is received. NRS 78.235(4)-(5). | Not stated in the confirmed text of Ohio Rev. Code § 1701.24(B). |
| Bearer ban | The corporation lacks power to issue bearer form. DGCL 8 Del. C. § 158. | May not be issued in bearer form. Tex. Bus. Orgs. Code § 3.202(a),(f). | No bearer rule was confirmed in the Florida rows. | Bearer form is void. NRS 78.235(1). | No bearer rule was confirmed in Ohio Rev. Code § 1701.24(B). |
Read across a row before you print. The signer row alone is enough to reject a one-size form. Delaware's "any 2 authorized officers" is not Ohio's split pair, and neither is Texas's "each managerial official" the governing documents name.
Certificate face: required versus optional
Use this as a pre-print pass. "Required" means a confirmed statute in this set demands it for that state. "Optional" means the confirmed text allows it and does not command it. "Not confirmed" means this guide will not tell you to print it.
| Field | Where it is required | Where it is optional or not confirmed |
|---|---|---|
| Holder's name | Texas front; Florida face; Nevada entitlement to a certificate of the shares owned; Ohio certification of the shares | Do not leave it blank in Delaware, Texas, or Nevada, where bearer form is barred or void |
| Number and class | Texas, Florida, and Ohio all confirm number and class (Ohio: number and class; Florida and Texas also say series) | Print the series whenever the statute lists series, which Texas and Florida do |
| State of organization | Texas front and Florida face both require a statement of organization under that state's law | Not a separate confirmed face line for Delaware, Nevada, or Ohio in the rows used here |
| Par or no-par | Texas only, among these five | Do not add it to a Florida certificate and call it a Florida requirement |
| Seal | Nowhere in the confirmed rows | Optional in the MBCA-style example, in Tex. Bus. Orgs. Code § 3.202(a),(f), and in Fla. Stat. § 607.0625(4) |
| Restriction legend | Texas: conspicuous, and the document must be provided or the restriction is unenforceable (Tex. Bus. Orgs. Code § 3.202(d)-(e)) | Not confirmed as a face rule for the other four states in this set |
Certificated shares and shares with no certificate
| State | If you issue paper | If you do not |
|---|---|---|
| Delaware | Default under DGCL 8 Del. C. § 158 | A board resolution can take some or all classes off paper |
| Texas | Front content in Tex. Bus. Orgs. Code § 3.202(c) | Tex. Bus. Orgs. Code § 3.205 notice, in writing or electronically |
| Florida | Permitted by Fla. Stat. § 607.0625(1) | Also permitted, with a written statement in a reasonable time under Fla. Stat. § 607.0626 |
| Nevada | The stockholder is entitled to one under NRS 78.235(1) | Board authorization, then a statement and a 10-day confirmation under NRS 78.235(4)-(5) |
| Ohio | Only after the shares are fully paid, and only with the officer pair | The confirmed section does not describe an uncertificated alternative |
An electronic file in the catalog is not itself the legal step. The legal step is the board resolution, the notice, or the statement the statute names. The file is how some companies present the information after that step exists. The electronic set is $21.00. A printed single-class set is $56.00.
A schematic of the face
This drawing is a layout aid. It is not a specimen, and it is not filled in with a fictional company. Labels point at fields the confirmed statutes actually discuss. Cross out a label that your state does not require.
Corporation name
Organized under [the state the statute names, where required]
This certifies that [holder] is the owner of [number] shares
Class / series: [as the statute requires]
Par value or no-par statement: [print this when Texas law applies]
Class rights, or a sentence that they will be furnished free: [Delaware, Texas, or Florida multi-class rule]
Restriction notation: [required to be conspicuous in Texas]
Traps that survive a pretty border
Delaware: one officer. DGCL 8 Del. C. § 158 calls for any 2 authorized officers. Facsimile does not reduce the count.
Texas: an unenforceable restriction. Tex. Bus. Orgs. Code § 3.202(d)-(e) requires a conspicuous note. If the entity never provides the document, it may not enforce the restriction.
Ohio: a certificate too early. Ohio Rev. Code § 1701.24(B) says no certificate is executed or delivered until those shares are fully paid.
Ohio: facsimile without a transfer agent. The same section allows facsimile officer signatures only when an incorporated transfer agent or registrar countersigns.
Nevada: the 10-day confirmation. NRS 78.235(4)-(5) requires confirmation within 10 days after receipt of a written request when shares are uncertificated.
Bearer form in Delaware, Texas, and Nevada. DGCL 8 Del. C. § 158 withholds the power. Tex. Bus. Orgs. Code § 3.202(a),(f) says the interest may not be issued that way. NRS 78.235(1) says bearer form is void. Florida and Ohio rows confirmed here do not state a bearer rule, so this guide does not invent one for them.
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
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Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
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Printed Standard Certificates Class 1, $56.00 for 20, fit a single class. Printed Standard Certificates Class 2, also $56.00, fit the multi-class legends in DGCL 8 Del. C. § 151(f) and Tex. Bus. Orgs. Code § 3.202(b). The Eagle one-class and Eagle two-class sets are $56.00 each if you want that border instead of the standard border. None of the prices change the statute. They change the paper you have in the drawer when the board authorizes an issuance.
The work of authorizing, recording, and handing the certificate over is the next guide: how to issue stock certificates. Membership interests, as opposed to corporate shares, are in LLC membership certificates.
20 PRINTED EAGLE 1 CLASS CERTIFICATES
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Eagle border, one class
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20 PRINTED EAGLE 2 CLASS CERTIFICATES
$56.00
Eagle border, two classes
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Is there one list of items every stock certificate must show?
No. Holder, number, and class show up repeatedly, but par value, the seal, bearer form, and the signature block change by state. This page compares Delaware, Texas, Florida, Nevada, and Ohio, plus RCW 23B.06.250 as an MBCA-style example.
How many officers sign?
Delaware: any 2 authorized officers under DGCL 8 Del. C. § 158. The MBCA-style example, RCW 23B.06.250, also says two officers. Ohio names a specific pair in Ohio Rev. Code § 1701.24(B). Texas follows the managerial officials the governing documents authorize. Florida follows the officer or officers the bylaws or the board designated.
Does every state require par value on the certificate?
No. Among the statutes confirmed for this guide, Tex. Bus. Orgs. Code § 3.202(c) requires the par value or a no-par statement on the front. The other four states' confirmed sections do not.
Can the company skip paper certificates?
Delaware, Texas, Florida, and Nevada each confirm a route, with different notices. Delaware uses a board resolution. Texas uses a written or electronic notice. Florida uses a written statement within a reasonable time. Nevada adds a 10-day confirmation after a written request. The confirmed Ohio section does not describe that route.
Are bearer stock certificates allowed?
Not in Delaware, Texas, or Nevada, on the sections confirmed here. This guide does not state a bearer rule for Florida or Ohio because those confirmed rows do not contain one.
What should a multi-class certificate say?
Delaware, Texas, and Florida each allow the rights on the face or back, or a statement that the corporation will give the holder the information free. The citations are DGCL 8 Del. C. § 151(f), Tex. Bus. Orgs. Code § 3.202(b), and Fla. Stat. § 607.0625(3).
Is a corporate seal required?
Not in the confirmed rows. RCW 23B.06.250, Tex. Bus. Orgs. Code § 3.202(a),(f), and Fla. Stat. § 607.0625(4) all treat the seal as optional.
Which printed certificates match this guide?
Class 1 and Class 2 printed standard sets are each $56.00 for 20 certificates. The Eagle one-class and two-class sets are $56.00 as well. Use Class 2 or Eagle two-class when the company has more than one class.
Statutes last checked November 3, 2026. Official text: RCW 23B.06.250; DGCL 8 Del. C. § 158; Tex. Bus. Orgs. Code § 3.202; Fla. Stat. § 607.0625(1); NRS 78.235; Ohio Rev. Code § 1701.24(B).