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Massachusetts stock certificate requirements
Massachusetts makes the certificate optional, then requires two designated officers to sign any certificate that is issued and names the commonwealth on the face.
Optional paper, identical rights
M.G.L. c. 156D, § 6.25(a)-(b) starts with a permission. Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A Massachusetts business corporation can issue shares and never print a certificate. It cannot treat the certificated holder and the uncertificated holder of the same class as if the paper created the right.
If a certificate is used, the minimum face is the name of the issuing corporation and that it is organized under the laws of the commonwealth, 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. The statute lowercases "commonwealth." The legal point is organization under Massachusetts law, stated on the face, not buried in a legend.
Two officers, and an optional seal
M.G.L. c. 156D, § 6.25(d) says each share certificate shall be signed either manually or in facsimile by 2 officers designated in the by-laws or by the board of directors and may bear the corporate seal or its facsimile. The number is 2. The officers are whoever the by-laws or the board designated, not a pair you assume from a printed form. If the person who signed, manually or in facsimile, no longer holds office when the certificate is issued, the certificate shall be nevertheless valid.
The seal is a "may." A corporate seal in the catalog is $40.00. Order it when the company wants the impression on certificates and other documents. Do not order it to satisfy a requirement this section does not impose. Facsimile is expressly allowed for the two signatures. It does not reduce 2 to 1.
Trap: a form with one signature line. M.G.L. c. 156D, § 6.25(d) says 2 officers. Add the second line before anyone signs.
| Item | Chapter 156D |
|---|---|
| Certificates required? | No, under M.G.L. c. 156D, § 6.25(a)-(b) |
| Face | Corporation, laws of the commonwealth, person, number, class, series |
| More than one class or series | A summary, or a conspicuous statement that the information will be furnished free on written request |
| Signers | 2 designated officers, manual or facsimile |
| Seal | Optional |
| Par value | Not in the minimum face list |
If the corporation is authorized to issue different classes or different series within a class, the variations in rights, preferences, and limitations applicable to each class and series, and the board's authority to determine variations for any future class or series, must be summarized on the front or back. Alternatively, each certificate may state conspicuously that the corporation will furnish the shareholder this information on request in writing and without charge. Class 2 printed certificates are $56.00 for 20. Class 1 printed certificates are $56.00 when a single class never triggers the summary.
Articles of organization control the paperless path
M.G.L. c. 156D, § 6.26(a) uses Massachusetts' document name. Unless the articles of organization or bylaws provide otherwise, the board may authorize the issue of some or all of the shares of any or all classes or series without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information the certificate sections require.
Check the articles of organization, not only the bylaws. A bylaw that is silent does not help if the articles of organization already forbid uncertificated shares. And send the statement. "Reasonable time" is the statute's clock. This section does not replace it with a fixed number of days.
| Certificate used | No certificate | |
|---|---|---|
| Rights | Identical | Identical, under M.G.L. c. 156D, § 6.25(a)-(b) |
| Who signs or sends | 2 officers | The corporation sends a written statement |
| Old certificates | They represent the shares | Unaffected until surrendered |
Trap: reading only the bylaws. M.G.L. c. 156D, § 6.26(a) says the articles of organization or the bylaws can block uncertificated shares. Look at both documents.
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 →What to print
A single class uses Printed Standard Certificates Class 1 at $56.00. Two classes use the Class 2 set at $56.00 so the summary of variations has a home. The Eagle one-class set is the same $56.00 if the border is what you want. The seal at $40.00 stays optional. How the stub and the ledger get filled in is in the stock ledger guide. The national face comparison, which uses a different state's two-officer example, is in what must appear on a stock certificate. Massachusetts' own two-officer rule is the one on this page.
20 PRINTED EAGLE 1 CLASS CERTIFICATES
$56.00
Eagle border, one class
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Corporate Seal
$40.00
Desk seal for impressions
Order this set →Questions
Are stock certificates required for a Massachusetts business corporation?
No. M.G.L. c. 156D, § 6.25(a)-(b) says shares may but need not be represented by certificates, and shareholder rights are identical either way unless a statute expressly provides otherwise.
How many officers sign?
Two officers designated in the by-laws or by the board, manually or in facsimile. M.G.L. c. 156D, § 6.25(d) also says the certificate may bear the corporate seal or its facsimile.
What does the face say about the state?
That the issuing corporation is organized under the laws of the commonwealth, along with the corporation's name, the person, and the number, class, and series.
Does the certificate have to show par value?
No. The minimum face in M.G.L. c. 156D, § 6.25(a)-(b) does not include a par-value line.
Can the board issue shares without certificates?
Yes, unless the articles of organization or the bylaws provide otherwise. M.G.L. c. 156D, § 6.26(a) also requires a written statement within a reasonable time, and it leaves existing certificates in place until they are surrendered.
Which printed set fits one class?
Printed Standard Certificates Class 1, set of 20, at $56.00. Use the Class 2 set, also $56.00, when the certificate has to summarize more than one class or series.
Statutes last checked November 3, 2026. Official text: M.G.L. c. 156D, § 6.25(d); M.G.L. c. 156D, § 6.26(a).