Colorado stock certificate requirements

No certificate does not mean fewer rights

C.R.S. § 7-106-206(1) says shares may, but need not, be represented by certificates. Unless articles 101 to 117 of title 7 or another statute expressly provide otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates. The wording is worth reading twice. Other states say the rights are "identical." Colorado says the rights and obligations are not affected by the absence of paper. The practical result for a closely held company is the same only if you do not invent an extra consequence. Do not tell a holder that an uncertificated position is a lesser class of ownership. This section says the absence of a certificate is not what changes the rights.

Domestic entity name, then the person and the count

C.R.S. § 7-106-206(2) says each share certificate shall state on its face the domestic entity name of the issuing corporation and that the corporation is incorporated under the law of this state, the name of the person to whom the certificate is issued, and the number and class of shares and the designation of the series, if any, the certificate represents. "Domestic entity name" is the Colorado phrase. Use the name on the articles, not a trade name that never got filed.

C.R.S. § 7-106-206(3) then splits signing from extra text. The certificate shall be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors. It may bear the corporate seal or its facsimile. It may contain such other information as the corporation deems necessary or appropriate. One officer is enough if that is who the bylaws or the board designated. Two are allowed. A par-value line is not on the required list. If the corporation wants it, subsection (3) is the permission for "other information," not a command.

If the corporation may issue different classes or different series within a class, the same section requires a summary on the front or the back of the designations, preferences, limitations, and relative rights, the variations for each series, and the board's authority to determine variations for future classes or series. Alternatively, each certificate may state conspicuously that the corporation will furnish this information on request in writing and without charge. A Class 2 printed set is $56.00. A Class 1 set is $56.00 when there is only one class and the summary never arises.

Bylaws are the gate for uncertificated shares

C.R.S. § 7-106-207 says that unless otherwise provided by the bylaws, the board may authorize the issuance of some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until they 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 required on certificates by C.R.S. § 7-106-206(2) and C.R.S. § 7-106-206(3)'s class summary, and the restriction information in the transfer section.

Notice the gate. This section points at the bylaws, not at the articles. If the bylaws are silent, the board may authorize uncertificated shares. If the bylaws forbid it, the board's wish does not override them. Check the bylaws before you tell a holder there will be no certificate. And send the written statement. Silence after a transfer is not compliance.

A restriction can follow a buyer who knew

C.R.S. § 7-106-208(1) lets the articles, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation impose a restriction. A restriction does not affect shares issued before it became effective unless the holder acquired those shares with knowledge of the restriction, is a party to the agreement, voted in favor of the restriction, or otherwise consented. That "acquired with knowledge" path is broader than a rule that only binds people who voted. A buyer who took the shares knowing about the restriction can be inside the statute even if the certificate in the file is old.

The restriction still has to be noted conspicuously on the front or back, or contained in the uncertificated information statement, or it is not enforceable against a person without knowledge. Knowledge and the conspicuous note are different tools. Do not rely on one when you needed the other. The comparison is in stock certificate legends.

Ordering for a Colorado corporation

Use Printed Standard Certificates Class 1 at $56.00 for one class, and leave room in the "other information" line only for facts you actually want on the paper. Use Class 2 at $56.00 when the summary of preferences has to appear. The optional seal is $40.00. The official text checked for this page is the 2024 Colorado Revised Statutes title 7 PDF published by the General Assembly. Issuing, recording, and delivering are covered in how to issue stock certificates.

Questions

Does Colorado require stock certificates?

No. C.R.S. § 7-106-206(1) says shares may, but need not, be represented by certificates, and that missing certificates do not affect shareholder rights and obligations unless another statute expressly says so.

What name goes on a Colorado certificate?

C.R.S. § 7-106-206(2) requires the domestic entity name of the issuing corporation and a statement that the corporation is incorporated under the law of this state, plus the person, number, class, and series.

How many officers must sign?

One or more officers designated in the bylaws or by the board, under C.R.S. § 7-106-206(3). The seal is optional, and other information is allowed if the corporation wants it.

Who can authorize shares without certificates?

The board, unless the bylaws provide otherwise. That is C.R.S. § 7-106-207. A written statement is sent within a reasonable time after issuance or transfer.

Can a restriction bind shares that were already outstanding?

C.R.S. § 7-106-208(1) says not, unless the holder acquired them with knowledge, is a party to the agreement, voted for the restriction, or otherwise consented.

Is par value required on the Colorado certificate?

No. C.R.S. § 7-106-206(2) does not list par value. Extra information is optional under C.R.S. § 7-106-206(3).

Statutes last checked November 3, 2026. Official text: C.R.S. § 7-106-206(1); C.R.S. § 7-106-207; C.R.S. § 7-106-208(1).