Why there is no single answer
Ask who signs a stock certificate and you will often hear "the president and the secretary". That is one state's answer, not a national rule. The signer rule comes from the corporation statute of the state where the company was incorporated, and the states checked for this site word it in at least four different ways: a number of officers, a specific pair of offices, whoever the governing documents authorize, and whoever the bylaws or board designate.
Getting it wrong rarely makes the shares disappear, but it does create a certificate that someone will question later, usually during a sale, a financing, or an estate. Fixing it then means tracking down former officers. Getting it right on day one takes a minute.
Who signs, state by state
| State | Who signs | Facsimile signatures | Source |
|---|---|---|---|
| Delaware | Any 2 authorized officers | Allowed | DGCL 8 Del. C. § 158 |
| Texas | Each managerial official the governing documents authorize (amended in 2023 by S.B. 1514) | Not covered in the confirmed row | Tex. Bus. Orgs. Code § 3.203 |
| Florida | The officer or officers the bylaws or the board designate | Manual or facsimile | Fla. Stat. § 607.0625(4) |
| Nevada | Officers or agents designated by the corporation | Not covered in the confirmed row | NRS 78.235(1) |
| Ohio | One of: chair of the board, president, or a vice-president; and one of: secretary, assistant secretary, treasurer, or assistant treasurer | Only when an incorporated transfer agent or registrar countersigns | Ohio Rev. Code § 1701.24(B) |
| MBCA-style example | Two officers | Not covered in the confirmed row | RCW 23B.06.250 |
The state pages linked in the table go further into each statute. For states not on this list, the pattern is a useful guide to what to look for in your own code section: a count of officers, named offices, or a pointer to the bylaws.
Reading each rule in practice
Delaware: count to two
Delaware's rule is about the number, not the titles. Any 2 officers who are authorized can sign. A president and a treasurer work. So do a chief executive officer and a secretary, if the bylaws or board make them officers. One signature is not enough, and a facsimile signature still counts as one of the two.
Ohio: one from each group
Ohio names the offices. One signature comes from the chair, president, or vice-president group. The other comes from the secretary, assistant secretary, treasurer, or assistant treasurer group. Two vice-presidents do not satisfy it, because both are from the first group. Ohio also says no certificate is signed or delivered until the shares are fully paid, and allows facsimile officer signatures only with a countersigning incorporated transfer agent or registrar.
Texas: follow the governing documents
Texas points to the company's own documents. The certificate is signed by each managerial official the governing documents authorize to sign. The 2023 amendment (S.B. 1514) is the version reflected here. Before printing signature lines, read the bylaws or the board resolution that names the signers, and label the lines to match.
Florida: follow the bylaws or the board
Florida also defers to the company. The officer or officers designated in the bylaws or by the board sign, manually or by facsimile. If neither the bylaws nor a resolution names anyone, a short board resolution naming the signers solves it before the first certificate goes out.
Nevada: designated officers or agents
Nevada's confirmed text says the certificate is signed by officers or agents the corporation designates. As in Texas and Florida, the practical step is a bylaw or resolution that names them.
Situations that come up
The signer is also the shareholder. In a small corporation, the president may be signing her own certificate. The confirmed rows name the office that signs; none of them says the holder must be someone else. What matters is that the person signs in an office the statute or the governing documents recognize.
A one-person corporation. Where the rule calls for two officers or a pair of offices, a sole officer leaves you a signature short. How to fill the second role is a corporate governance question for your bylaws and your lawyer. Do not solve it by signing twice under two titles without checking that your state and bylaws allow one person to hold both offices.
An officer left before signing. Sign certificates when they are issued. Collecting signatures months later, from people who may have left the company, is how gaps in the record start.
Two vice-presidents in Ohio. Both signatures would come from the same group. Ohio Rev. Code § 1701.24(B) needs one from each.
Label the signature lines before you print
Most certificate designs print two signature lines. Before you fill out the face, decide whose names and titles go under them, based on the table above and your bylaws. Write or type the titles under the lines so a later reader can match each signature to an office without hunting through the minutes.
- Find the rule. Use the state of incorporation, then check the bylaws or board resolution for named signers.
- Pick the signers. Two officers in Delaware, one from each Ohio group, or the designated officials in Texas, Florida, and Nevada.
- Title the lines. Put each signer's office under the line.
- Sign in ink at issuance. Add the seal impression afterward if you use one. The seal is optional in Texas, Florida, and the RCW 23B.06.250 example.
- Record it. Enter the certificate in the stock ledger the same day.
The full line-by-line process is in how to fill out a stock certificate. If the seal is your next question, see is a corporate seal required on a stock certificate.
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Order this set →What about LLC certificates?
LLC membership certificates follow the LLC agreement. In Texas, the same rule applies as for corporations: each managerial official the governing documents authorize signs, because Tex. Bus. Orgs. Code § 3.202 and § 3.203 cover ownership interests in any domestic entity. For Delaware LLCs, the agreement controls whether certificates exist at all (6 Del. C. § 18-702(c)), and it should also say who signs. See LLC membership certificates.
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Order this set →Questions
Who signs a stock certificate?
The officers your state of incorporation names. Delaware: any 2 authorized officers. Ohio: one of the chair, president, or a vice-president, plus one of the secretary, assistant secretary, treasurer, or assistant treasurer. Texas: each managerial official the governing documents authorize. Florida: the officer or officers the bylaws or board designate. Nevada: designated officers or agents.
Do two officers have to sign a stock certificate?
In Delaware, yes: any 2 authorized officers (DGCL 8 Del. C. § 158). Ohio also needs two, one from each of its two groups. The RCW 23B.06.250 example says two officers. Texas, Florida, and Nevada point to the governing documents or the designated officers instead of a fixed number.
Can the president sign alone?
Not in Delaware or Ohio, which need two signatures. In Texas, Florida, and Nevada it depends on who the governing documents, bylaws, or board designate.
Are facsimile signatures allowed?
Delaware allows them, and Florida allows manual or facsimile signatures. Ohio allows facsimile officer signatures only when an incorporated transfer agent or registrar countersigns (Ohio Rev. Code § 1701.24(B)).
Can I sign my own stock certificate?
The confirmed rows name the office that signs and do not say the holder must be someone else. Sign in an office your statute or governing documents recognize.
Does the certificate need a seal as well as signatures?
Not in the confirmed rows. The seal is optional in Texas, Florida, and the RCW 23B.06.250 example, and it never replaces a required signature.
Who signs an LLC membership certificate?
Whoever the LLC agreement authorizes. In Texas, each managerial official the governing documents authorize, the same rule as for corporations (Tex. Bus. Orgs. Code § 3.203).
Statutes last checked November 3, 2026, from the official code sites listed here. Product prices checked November 11, 2026. Official text: DGCL 8 Del. C. § 158; Tex. Bus. Orgs. Code § 3.202; Fla. Stat. § 607.0625; NRS 78.235; Ohio Rev. Code § 1701.24(B); RCW 23B.06.250; 6 Del. C. § 18-702(c).