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Delaware stock certificate requirements
Delaware still starts from a paper certificate. The board can opt classes out, two officers sign, and a bearer certificate is not a tool the corporation has.
Paper is the default until the board says otherwise
DGCL 8 Del. C. § 158 is the Delaware rule this page is built on. Shares shall be represented by certificates, provided that the board of directors takes the further step of resolving that some or all classes will not be. A founder who wants paper does not need a special clause to get it. A founder who wants the cap table to live without paper needs that board resolution, and needs it for the class being issued.
Read the resolution before anyone fills in a number. If the board resolved that Series A is uncertificated and common is not, the common holder still receives a certificate and the Series A holder does not. Mixing those two facts on one form is how closely held companies end up with a stock book that contradicts the minutes.
The national comparison of signer rules, par-value lines, and bearer limits is in what must appear on a stock certificate. This page stays with Delaware.
What belongs on the Delaware certificate
| Item | On a Delaware certificate |
|---|---|
| Representation | Certificates represent the shares unless a board resolution says a class is uncertificated (DGCL 8 Del. C. § 158). |
| Signers | Any 2 authorized officers. A single signature does not meet the section. |
| Facsimile | Allowed for those officer signatures under DGCL 8 Del. C. § 158. |
| More than one class | Put the rights on the face or back, or state that the corporation will furnish them without charge (DGCL 8 Del. C. § 151(f)). |
| Bearer form | Not available. The corporation shall not have power to issue a certificate in bearer form. |
| Par value printed as a Texas-style line | DGCL 8 Del. C. § 158, the section confirmed here, does not impose that face line. Do not import it from another state and call it a Delaware requirement. |
| Corporate seal | DGCL 8 Del. C. § 158 does not make a seal a condition of the certificate. |
Two officers, and a stamp can be the signature
The signing sentence is short and easy to under-do. The certificate is signed by any 2 authorized officers. "Authorized" is doing real work: the bylaws or the board should say which offices may sign, and then two of those people sign. One founder signing twice, or a lone president signing because the secretary is traveling, is not what the section describes.
Signatures may be facsimile. A printed signature from an officer who actually authorized it satisfies the facsimile permission in DGCL 8 Del. C. § 158. That is a Delaware statement. It is not a statement about every other state in this set, and it is not permission to skip the second officer.
Trap: one signature on a Delaware certificate. DGCL 8 Del. C. § 158 requires any 2 authorized officers. A form with a single signature line is the wrong form, even when the facsimile permission is used.
Classes, and the promise to send the rights for free
DGCL 8 Del. C. § 151(f) covers a corporation that has more than one class of stock. The rights, preferences, and limitations have to be set forth or summarized on the face or the back, or the certificate has to say the corporation will furnish that information without charge to each stockholder who so requests. The confirmed phrase is "will furnish without charge to each stockholder who so requests."
A Class 2 printed set leaves room for a second class on the face. A Class 1 set is the right object when the company has a single class and the summary problem does not arise. The price of each printed set of 20 is $56.00. Pick the face that matches the certificate of incorporation, not the face that merely looks more official.
If the rights are long, the free-on-request sentence is the path DGCL 8 Del. C. § 151(f) allows. Someone in the company then has to be able to produce that statement when a stockholder asks. The sentence on the certificate is not a substitute for having the statement.
There is no bearer certificate in this statute
DGCL 8 Del. C. § 158 says the corporation shall not have power to issue a certificate in bearer form. A certificate made out to bearer, or a certificate with the holder line left blank so that possession is the whole story, is outside the power the section gives the corporation. Fill in the holder.
Trap: a blank holder line treated as a bearer certificate. Delaware withholds the power to issue bearer form. Put the owner's name on the certificate before it is delivered.
Uncertificated shares, and a lost certificate
Uncertificated shares are allowed when the board resolves that some or all classes will be represented that way. DGCL 8 Del. C. § 158 is the confirmed source for that election. The section, as confirmed for this page, does not add a 10-day confirmation clock. Do not copy a timing rule from another state's statute onto a Delaware cap table.
| Certificated | Uncertificated | |
|---|---|---|
| What starts it | The default under DGCL 8 Del. C. § 158 | A board resolution covering that class |
| What the holder receives | A certificate signed by any 2 authorized officers | The resolution, not a paper certificate |
| Useful catalog item | Printed Standard Certificates Class 1 or Class 2, $56.00 | E Stock Certificates, $21.00, when the company wants an electronic file instead of paper |
When a certificate is alleged to have been lost, stolen or destroyed, DGCL 8 Del. C. § 167 says the corporation may issue a new certificate or uncertificated shares, and the corporation may require an indemnity bond. The confirmed phrase is "alleged to have been lost, stolen or destroyed, and the corporation may require." This page is not a replacement-affidavit walkthrough. It is the reason a company keeps a stock ledger: the ledger is how you know which certificate number is the one that went missing.
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
Order this set →Which printed set matches a Delaware issuance
Order the Class 1 set when one class is being certificated. Order the Class 2 set when DGCL 8 Del. C. § 151(f) is in play and the face needs a second class. The Eagle one-class set is the same $56.00 if the company wants that border instead. When the board has resolved to leave a class uncertificated, the electronic set at $21.00 is the file version in the catalog, not a substitute for the board resolution.
Issuing the certificate, recording the stub, and delivering it are covered in how to issue stock certificates. Delaware limited liability company interests, which are a different statute, are covered in LLC membership certificates.
E Stock Certificates | Electronic Stock Certificates | Blank Standard Stock Certificates - Set of 12
$21.00
Electronic certificate file, set of 12
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20 PRINTED EAGLE 1 CLASS CERTIFICATES
$56.00
Eagle border, one class
Order this set →Questions
Can one Delaware officer sign the stock certificate?
No. DGCL 8 Del. C. § 158 requires any 2 authorized officers. Facsimile signatures are allowed, and they still have to be two officers.
Are facsimile signatures valid on a Delaware stock certificate?
Yes. DGCL 8 Del. C. § 158 says the signatures of the officers may be facsimile. The confirmed text does not add a transfer-agent countersignature as a condition of that facsimile.
Can a Delaware corporation issue uncertificated shares?
Yes. The board of directors may resolve that some or all classes are uncertificated. Until that resolution exists, DGCL 8 Del. C. § 158 says the shares shall be represented by certificates.
What does a Delaware certificate say when there are two classes?
DGCL 8 Del. C. § 151(f) requires the rights to be set forth or summarized on the face or back, or a statement that the corporation will furnish that information without charge to each stockholder who so requests.
May a Delaware stock certificate be issued in bearer form?
No. DGCL 8 Del. C. § 158 says the corporation shall not have power to issue a certificate in bearer form.
What can a Delaware corporation do if a certificate is lost?
Under DGCL 8 Del. C. § 167, if a certificate is alleged to have been lost, stolen or destroyed, the corporation may issue a new certificate or uncertificated shares, and the corporation may require an indemnity bond.
Does Delaware require the par value to be printed on the certificate?
The confirmed text of DGCL 8 Del. C. § 158 does not impose a par-value line. A par-value line is a confirmed face requirement in Texas, not in this Delaware section.
Statutes last checked November 3, 2026. Official text: DGCL 8 Del. C. § 158; DGCL 8 Del. C. § 151(f); DGCL 8 Del. C. § 167.