Florida stock certificate requirements

Paper is permitted and not commanded

Fla. Stat. § 607.0625(1) is the sentence that sets Florida apart from a state that starts with paper. Shares may but need not be represented by certificates. A Florida corporation can run certificated, uncertificated, or a mix, and the statute's permission is the starting point. Choosing paper is a board and bylaw decision, not a rescue from a missing certificate.

When the corporation does choose paper, the face is not a blank canvas. The next subsection lists what goes on it. When the corporation does not choose paper, Fla. Stat. § 607.0626 still requires a written statement. "We do not do certificates" is not the end of the file.

The face Fla. Stat. § 607.0625(2) actually names

Fla. Stat. § 607.0625(2) says the certificate states the name of the corporation and that it is organized under Florida law, the name of the person to whom issued, and the number, class, and series. The confirmed holder phrase is "The name of the person to whom issued."

That confirmed list does not add a par-value line. Do not treat a par-value blank as a Florida statutory field just because a printer included one. If the shares have a par value and the company wants it shown, that is a drafting choice on top of the statute, not a line Fla. Stat. § 607.0625(2) demands. The lines the subsection does demand are the corporation, the Florida organization statement, the holder, and the number, class, and series.

More than one class, stated or promised

Fla. Stat. § 607.0625(3) handles classes and series with different rights. Summarize them on the front or the back, or put a conspicuous statement that the corporation will furnish a full statement of this information on request and without charge. The confirmed phrase is "full statement of this information on request and without charge."

"Conspicuous" matters. A promise buried in mouse-type on the reverse is a poor reading of a section that bothers to say conspicuous. If the summary fits, print the summary. If it does not, print the promise where a holder will see it, and keep the full statement ready. A Class 2 set at $56.00 is the printed face in the catalog for two classes. A single-class Florida corporation can use the Class 1 set at the same $56.00.

The officers the bylaws or the board named

Fla. Stat. § 607.0625(4) does not freeze the titles. The certificate is signed manually or in facsimile by the officer or officers designated in the bylaws or by the board. If the bylaws name one officer, the confirmed text speaks of officer or officers, so follow the designation you actually adopted. If the bylaws name two, get both. Do not assume Florida copied a two-officer headcount from some other code.

The same subsection says the certificate may bear the corporate seal or its facsimile. "May" is the permission, not a command. A seal costs $40.00 in the catalog when the company wants the impression. Skipping it does not violate the optional sentence.

The written statement, within a reasonable time

Fla. Stat. § 607.0626 covers shares that are not represented by certificates. The corporation sends a written statement of the information required on certificates, and it sends that statement within a reasonable time. The confirmed phrase is "written statement of the information required on certificates."

The confirmed Florida text does not replace "reasonable time" with a fixed number of days. Do not write a 10-day promise into a Florida resolution unless the board wants that promise for its own reasons. The statute's words are "within a reasonable time."

Printed sets for a Florida issuance

Printed Standard Certificates Class 1, $56.00 for 20, fit a single class. Add the corporate seal at $40.00 only when you want the optional facsimile or impression. If the company would rather print from a file, the certificate print utility is $0.99 and still has to be filled in to match Fla. Stat. § 607.0625(2). The signing, ledger, and delivery sequence is in how to issue stock certificates. The cross-state face comparison is in what must appear on a stock certificate.

This page does not claim a Florida bearer-form rule, because the confirmed Florida rows do not state one. It also does not claim a fully-paid condition for delivery. Those are confirmed topics in other states, and they are not Florida sentences on this page.

Questions

Must a Florida corporation issue stock certificates?

No. Fla. Stat. § 607.0625(1) says shares may but need not be represented by certificates.

What has to be printed on a Florida stock certificate?

Fla. Stat. § 607.0625(2) requires the corporation's name, a statement that it is organized under Florida law, the name of the person to whom issued, and the number, class, and series.

Does Florida require par value on the certificate?

Not in the confirmed face list. Fla. Stat. § 607.0625(2) names the corporation, Florida organization, the holder, and the number, class, and series.

Who signs a Florida stock certificate?

The officer or officers designated in the bylaws or by the board, manually or by facsimile, under Fla. Stat. § 607.0625(4).

Is the corporate seal required in Florida?

No. Fla. Stat. § 607.0625(4) says the certificate may bear the corporate seal or its facsimile.

What if the Florida corporation has more than one class?

Fla. Stat. § 607.0625(3) requires a summary on the front or back, or a conspicuous statement that a full statement of this information is available on request and without charge.

What does a Florida holder receive if there is no certificate?

Fla. Stat. § 607.0626 requires a written statement of the information required on certificates, sent within a reasonable time.

Statutes last checked November 3, 2026. Official text: Fla. Stat. § 607.0625(1); Fla. Stat. § 607.0626.