Arizona stock certificate requirements

Payment comes before the certificate

A.R.S. § 10-625(A) puts a payment rule in the same subsection that makes certificates optional. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of title 10 or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Then the sentence that changes the closing checklist: a certificate shall not be issued for any share until such share is fully paid.

Read "issued," not a vaguer word. The corporation can plan the issuance, take a subscription, and wait. It cannot hand out the certificate for a share that is still partly unpaid. That is a different sentence from a statute that also forbids signing the certificate early. Arizona's confirmed text uses "issued." Do not widen it, and do not ignore it. If the subscription is half paid, issue a certificate only for the shares that are fully paid, or wait.

The minimum face, after the share is paid

A.R.S. § 10-625(B) says each share certificate shall state on its face the name of the issuing corporation and that it is organized under the laws of this state, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, the certificate represents. Par value is not on that list. Do not add a par line and call it an Arizona requirement. If the company wants extra words, they are extra words.

If the corporation may issue different classes or series, summarize on the front or back the designations, relative rights, preferences, and limitations, the variations for each series, and the board's authority to set future variations. Or state conspicuously that the corporation will furnish this information to the shareholder on request in writing and without charge. Class 2 certificates are $56.00 for 20. Class 1 certificates are $56.00 when one class is the whole story.

One or more officers

A.R.S. § 10-625(D) says each share certificate shall be signed either manually or in facsimile by one or more officers designated in the bylaws or by the board of directors, and may bear the corporate seal or its facsimile. "One or more" means a single designated officer can be enough. It also means the bylaws can designate three. Follow the designation you adopted. If the person who signed no longer holds office when the certificate is issued, the certificate is nevertheless valid. A seal is $40.00 when you want one. The statute does not require the purchase.

Uncertificated shares wait for surrender

A.R.S. § 10-626 says that unless the articles or bylaws provide otherwise, the board may authorize issuance of some or all shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until these certificates are surrendered to the corporation. Within a reasonable time after issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information A.R.S. § 10-625(B) and the class summary require, and, if applicable, the restriction information.

Knowledge, or a conspicuous note

A.R.S. § 10-627(B) says a restriction on transfer or registration of transfer is valid and enforceable against the holder or a transferee if the restriction is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement for uncertificated shares. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. Arizona's exception is "without knowledge." It does not add the words "actual written notice." Do not promise a buyer that a phone call was enough unless you can show knowledge. The safer path the statute describes is the conspicuous note. Details are in stock certificate legends.

Authorized reasons include keeping a status that depends on the number or identity of shareholders, preserving a securities-law exemption, and any other reasonable purpose. A right of first refusal can be one of the tools the section lists, including an obligation to offer the shares first to the corporation or to other persons.

What to have ready

Order the Class 1 set at $56.00 when you are ready to issue paid shares of one class. Order Class 2 at $56.00 when the class summary has to be printed. The $0.99 print utility still has to be filled in to A.R.S. § 10-625(B) and held until the share is fully paid. The sequence from resolution to stub is in how to issue stock certificates.

Questions

Can an Arizona corporation issue a certificate for unpaid shares?

No. A.R.S. § 10-625(A) says a certificate shall not be issued for any share until such share is fully paid.

Are certificates mandatory in Arizona?

No. The same subsection says shares may but need not be represented by certificates, and shareholder rights are identical either way unless another statute expressly provides otherwise.

Who signs?

One or more officers designated in the bylaws or by the board, manually or in facsimile, under A.R.S. § 10-625(D). The seal is optional.

What does the face have to say?

A.R.S. § 10-625(B) requires the corporation's name, that it is organized under the laws of this state, the person to whom issued, and the number, class, and series.

What happens to old certificates if the board goes uncertificated?

A.R.S. § 10-626 says the authorization does not affect shares already represented by certificates until those certificates are surrendered.

Does a transfer restriction have to be printed?

To bind a person without knowledge, yes. A.R.S. § 10-627(B) requires a conspicuous note on the certificate or in the uncertificated information statement.

Statutes last checked November 3, 2026. Official text: A.R.S. § 10-625(A); A.R.S. § 10-626; A.R.S. § 10-627(B).