Michigan stock certificate requirements

Certificates are the default

MCL 450.1331 does not open with "may but need not." Except as provided in section 336, the shares of a corporation shall be represented by certificates. Section 336 is the board authorization for shares without certificates. Until that authorization exists, and unless the articles or bylaws block it, Michigan expects a certificate. A company that has never discussed uncertificated shares should not behave as if paper were optional. The optional path has its own section.

The certificate shall be signed by the chairperson of the board, vice-chairperson of the board, president, or a vice-president, and it also may be signed by another officer of the corporation. The second signature is permission. The first signature, from that chair or president group, is the requirement. A certificate signed only by the secretary does not match the "shall." A certificate signed by the president and also by the secretary matches the "may."

The certificate may be sealed with the seal of the corporation or a facsimile of the seal. Officer signatures may be facsimiles. If an officer who signed, or whose facsimile was placed on the certificate, ceases to be an officer before the certificate is issued, it may be issued with the same effect as if that person were the officer on the issue date. A seal is $40.00 if you want the impression the statute permits.

Formed under the laws of this state

MCL 450.1332 says a certificate representing shares shall state on its face that the corporation is formed 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, which the certificate represents. "Formed," not "organized," is the verb in this section. Use it.

If the corporation is authorized to issue more than one class, the certificate sets forth on its face or back, or states on its face or back, that the corporation will furnish to a shareholder on request and without charge a full statement of the designation, relative rights, preferences, and limitations of each class, and, if series are authorized, of each series so far as prescribed and of the board's authority to prescribe other series. Michigan's multi-class path in this section is the promise of a full statement, or setting the statement out. A Class 2 set at $56.00 gives you the second class on the face. The full statement still has to exist if you promise it.

Turning certificates off

MCL 450.1336 says that unless the articles of incorporation or bylaws provide otherwise, 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 the 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 required on certificates under section 332 and, if applicable, sections 472 and 488.

The cross-references matter because the written statement is not a blank email. It carries the face facts from section 332. If a restriction under section 472 applies, the statement has to deal with it. Do not send "you own 100 shares" and stop.

Lost certificates and conspicuous restrictions

MCL 450.1334 says a corporation may issue a new certificate for shares or fractional shares in place of a certificate issued by it and alleged to have been lost or destroyed. The board may require the owner, or the owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim on account of the alleged lost or destroyed certificate or the issuance of the new one. The confirmed text says lost or destroyed. It does not add the word "stolen" in this section. Do not enlarge the sentence. The replacement discussion that compares states is in lost stock certificate replacement.

MCL 450.1472 covers a restriction on transfer or registration of transfer of a bond or a share. The articles, the bylaws, or an agreement among holders, or among holders and the corporation, may impose it. It is not binding on bonds or shares issued before the restriction unless the holders are parties or voted in favor. A written restriction permitted by that section, if noted conspicuously on the face or back of the instrument or on the information statement required under section 336, may be enforced against the holder or a successor, including a personal representative or other fiduciary. Unless the restriction is noted that way, it is ineffective except against a person with actual knowledge. Bonds are in this section too. A share-only legend habit can miss a restricted bond.

Sets that match a Michigan issuance

Printed Standard Certificates Class 1 at $56.00 are the ordinary certificated path. Add the seal at $40.00 only if you want the facsimile or the impression MCL 450.1331 permits. Class 2 at $56.00 fits a corporation with more than one class that needs the full-statement promise on the back. The steps around the stub are in how to issue stock certificates.

Questions

Are share certificates required in Michigan?

Yes, unless the uncertificated path in MCL 450.1336 is used. MCL 450.1331 says that except as section 336 provides, shares shall be represented by certificates.

Who has to sign?

The chairperson, vice-chairperson, president, or a vice-president. Another officer may also sign. Signatures may be facsimiles. That is MCL 450.1331.

What words go on the face?

MCL 450.1332 requires a statement that the corporation is formed under the laws of this state, the name of the person to whom issued, and the number, class, and series.

Can the board stop using certificates?

Yes, unless the articles or bylaws provide otherwise. MCL 450.1336 requires a written statement within a reasonable time, and existing certificates remain until surrendered.

What can the board require if a certificate is lost?

MCL 450.1334 allows a new certificate and allows the board to require a bond sufficient to indemnify the corporation. The section covers a certificate alleged to have been lost or destroyed.

Does a transfer restriction have to appear on the certificate?

To bind someone without actual knowledge, yes. MCL 450.1472 says the restriction is ineffective unless it is noted conspicuously on the instrument or on the information statement.

Statutes last checked November 3, 2026. Official text: MCL 450.1331; MCL 450.1332; MCL 450.1334; MCL 450.1336.