Stock certificates by state

Five states, five different certificate habits

Buyers look up "stock certificate requirements" plus a state because a closing checklist named that state. The useful answer is not a longer definition of a certificate. It is the one or two sentences in that state's statute that will make a generic form wrong.

Delaware is the default people reach for, and its confirmed habit is paper unless the board opts a class out, with any 2 authorized officers signing. Texas is the strict front: the statute lists what the face must say, and it includes par value or a no-par statement. Florida is explicit that shares may but need not be represented by certificates. Nevada gives the stockholder an entitlement and then voids bearer form. Ohio will not let the certificate be executed or delivered until the shares are fully paid, and it names the officer titles instead of saying "any two."

Each of those sentences has a page:

• Delaware stock certificate requirements
• Texas stock certificate requirements
• Florida stock certificate requirements
• Nevada stock certificate requirements
• Ohio stock certificate requirements

A side-by-side of the differences that change the form

The longer comparison, including a field-by-field face table, is what must appear on a stock certificate. Use that page when you are holding forms from two states at once. Use the state page when you already know where the company lives.

Which printed product fits which state

One printed object serves most of these corporations: Printed Standard Certificates Class 1, 20 certificates, $56.00. Move to the Class 2 set, also $56.00, when Delaware's DGCL 8 Del. C. § 151(f) or Texas's Tex. Bus. Orgs. Code § 3.202(b) means the face has to speak about a second class. The Eagle sets are the same prices with a different border, one class or two.

Add the corporate seal at $40.00 only as equipment. Texas and Florida confirm that a seal or a facsimile of it may appear. Neither makes it a condition. Ohio's confirmed section does not talk about a seal at all, so a seal does not cure an unpaid issuance or a facsimile that lacks a transfer agent.

The electronic set at $21.00 is the lean for a Delaware board that has resolved a class off paper, or a Nevada board that has authorized uncertificated shares and still owes the 10-day letter. It is a weak lean for Ohio, because the confirmed Ohio section does not describe uncertificated shares and does describe a fully-paid certificate.

Texas limited liability companies are the exception on this index. They are not a sixth corporate state. Tex. Bus. Orgs. Code § 3.202 covers an ownership interest in a domestic entity, so the Texas LLC printed set at $56.00 belongs in the same conversation. The rest of the membership discussion is LLC membership certificates.

How these pages sit next to the national guides

The state pages assume you want the statute. The national guides assume you want a task. If you are issuing this week, read how to issue stock certificates after the state page, because the state page will not walk the stub and the ledger in the same detail. If you are comparing a form you already own, the face guide's checklist is the faster pass, and the state page is where you confirm the cell that worried you.

Every state page has the same furniture: a short answer, a face table, a paper-versus-no-paper table, the trap that state is known for, and a catalog card with a real price. The prose is not the same page with the state name swapped. Texas talks about enforcement of restrictions. Ohio talks about payment and transfer agents. Nevada talks about a 10-day letter. Florida talks about a reasonable-time statement. Delaware talks about two officers and a board resolution. If two pages start to sound identical, one of them is wrong.

Nine more states with their own certificate statutes

The five states above were the first set. These nine were added after the official code text was fetched. They are not copies of one another. California entitles every holder to a certificate and fences electronic systems. Michigan and New Jersey start from certificates. Arizona and New Jersey both stop a certificate until the share is paid, and they do it in different acts. Virginia lets two offices sit in one person. Massachusetts looks at the articles of organization before the board drops paper.

• California for Cal. Corp. Code § 416(a), the two officer groups, and the close-corporation legend.
• North Carolina for optional paper, a bearer ban, and two designated officers.
• Washington for optional paper and execution by two officers.
• Colorado for the domestic entity name and a bylaw gate on uncertificated shares.
• Arizona for the rule that a certificate waits until the share is fully paid.
• Michigan for certificates as the default and a lost-certificate bond.
• New Jersey for the fully paid rule and the punched-card certificate.
• Virginia for two officers who may be the same individual, and for the nonstock ban on shares.
• Massachusetts for two officers and the articles of organization.

Georgia is not on this list. The Title 14 file published by the Georgia General Assembly did not contain the certificate section, so this site does not guess that statute. If your company is incorporated in a state that still has no page, use the face guide only as a way to read your own code.

If your state is not on this list

Do not force the company into the nearest page. A Florida rule about optional certificates will mis-instruct a company incorporated somewhere with a mandatory certificate. An Ohio full-payment rule will delay a closing that another statute does not delay. Use the guide index and the MBCA-style example there, RCW 23B.06.250, as a picture of minimum face content and two officers with an optional seal. Then read the statute for the state you have. When a further state is checked the way these five were checked, it can get a page of its own. Until then, the honest answer is that this index stops at five.

The store catalog does not stop at five. Printed certificates are not labeled with a state, except the Texas LLC wording. You can order the Class 1 set and fill it in to the statute you read. Ordering is not the same as claiming the statute was confirmed on this site.

How to use a state page with the order button

Read the quick answer. If the signature sentence surprises you, stop and fix the signature block before you buy 20 of the wrong layout. If the page says the seal is optional, do not add $40.00 out of caution unless you want the object. If the page says payment comes first, do not order on the theory that the certificates can sit signed in a drawer while the subscription is collected. Ohio forbids execution, not just delivery.

The button on each page goes to a product URL on this store and marks the visit as coming from that guide. Prices you see repeated here are $56.00 for a printed set of 20, $40.00 for the seal, $21.00 for the electronic set of 12, and $120.00 for the blank set of 100. Those are catalog prices, not statutory fees.

Questions

Which state page should a startup open?

The page for the state of incorporation, not the state where the founders live. A Delaware corporation uses the Delaware page even if the team sits elsewhere.

Why is Texas different from the other four?

Tex. Bus. Orgs. Code § 3.202(c) puts par value or a no-par statement on the front, and Tex. Bus. Orgs. Code § 3.202(d)-(e) can make a transfer restriction unenforceable. The other pages do not confirm those two sentences.

Which state will not hand over a certificate before payment?

Ohio. Ohio Rev. Code § 1701.24(B) says no certificate is executed or delivered until those shares are fully paid.

Which state gives the holder a 10-day confirmation?

Nevada, for uncertificated shares. NRS 78.235(4)-(5) says the confirmation goes out within 10 days after receipt of a written request.

What does a one-class company order?

Printed Standard Certificates Class 1, set of 20, at $56.00. Use Class 2, also $56.00, when the charter has a second class that the certificate has to describe.

Where are LLC certificates in this index?

On the Texas page, because Tex. Bus. Orgs. Code § 3.202 covers domestic entities, and in the LLC membership guide. The Texas LLC printed set is $56.00.

Statutes last checked November 3, 2026. Official text: 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).