New Jersey stock certificate requirements

Certificates, unless the board provides otherwise

N.J.S.A. 14A:7-11(1) says the shares of a corporation shall be represented by certificates or, in accordance with subsection 14A:7-11(6), shall be uncertificated shares. The default sentence is "shall be represented by certificates." The off-ramp is the later subsection, and it is a board decision, not a habit of never ordering paper.

Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board, or the president or a vice-president. They may be countersigned by the treasurer or an assistant treasurer, or the secretary or an assistant secretary. They may be sealed with the seal of the corporation or a facsimile of the seal. The countersignature and the seal are both "may." The chairman, vice-chairman, president, or vice-president signature is the "shall." Any or all signatures upon a certificate may be a facsimile. If the officer, transfer agent, or registrar who signed, or whose facsimile was placed on the certificate, ceased to be such before the certificate is issued, the corporation may issue it with the same effect as if that person still held the role on the issue date.

The face, and the fully paid rule

N.J.S.A. 14A:7-11(3) says each certificate representing shares shall state on its face that the corporation is organized 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. N.J.S.A. 14A:7-11(4) then stops the printer: no certificate shall be issued for any share until such share is fully paid. Plan the certificate. Do not issue it against an open subscription balance.

If the corporation is authorized to issue more than one class, N.J.S.A. 14A:7-11(2) says every share certificate delivered after the effective date of the act sets forth on the face or back a full statement of the designations, relative rights, preferences, and limitations of each class and series so far as determined, and of the board's authority to divide shares into classes or series and to determine and change those rights. Or the certificate sets forth that the corporation will furnish any shareholder, on request and without charge, such a full statement. Class 2 certificates are $56.00 for 20. Class 1 certificates are $56.00 for a single class.

A punched card can be the certificate

N.J.S.A. 14A:7-11(5) is a sentence most generic forms never mention. A card which is punched, magnetically coded, or otherwise treated so as to facilitate machine or automatic processing may be used as a share certificate if it otherwise complies with this section. The card still has to carry the face statements, the signature rule, and the fully paid condition. A coded card with a blank holder line does not "otherwise comply." The permission is about the physical object, not about skipping the legal content.

The printed sets in the catalog are paper certificates, $56.00 for 20, not punched cards. If you use paper, you are on the ordinary path in subsection 14A:7-11(1). If you use a card, build it so a reader can still find the New Jersey organization line, the person, and the share count.

Uncertificated shares keep the same rights

N.J.S.A. 14A:7-11(6) says the board may provide that some or all of the shares of any class or series shall be represented by uncertificated shares. Within a reasonable time after issuance or transfer, the corporation shall send the registered owner a written notice containing the information that subsections 14A:7-11(2) and 14A:7-11(3) require on certificates, and, if required, the restriction information from N.J.S.A. 14A:7-12. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the holders of certificates of the same class and series shall be identical.

Transfers and the S corporation restriction

N.J.S.A. 14A:7-12 says the shares of a corporation shall be personal property and shall be transferable in accordance with Chapter 8 of the Uniform Commercial Code, except as that act otherwise provides. A reasonable restriction on transfer or registration of transfer is valid only if it is imposed by the certificate of incorporation, the by-laws, an employee benefit plan the act permits, or a written agreement among shareholders or between holders and the corporation. Unless the restriction is noted conspicuously on the security, or contained in the information statement for uncertificated shares, it is not valid against a person who becomes the holder without actual knowledge.

One permitted purpose is specific: the restriction may exist for the purpose of maintaining the status of the corporation as an electing small business corporation under subchapter S of the United States Internal Revenue Code. That is a New Jersey sentence about why a legend exists. It is not a sentence that the certificate must say "S corporation" in those words. The federal one-class rule is discussed in S corp stock certificates. The legend comparison is in stock certificate legends.

What to order

Printed Standard Certificates Class 1 at $56.00 match a single class once the shares are fully paid. Class 2 at $56.00 matches the multi-class statement. The seal at $40.00 is the optional impression. How to record the issuance in the company's books is in the stock ledger guide and in how to issue stock certificates.

Questions

Must a New Jersey corporation issue share certificates?

Shares shall be represented by certificates unless the board provides for uncertificated shares under subsection 14A:7-11(6). That choice is in N.J.S.A. 14A:7-11(1).

Who signs the certificate?

The chairman, vice-chairman, president, or a vice-president. The treasurer or secretary side may countersign. Any or all signatures may be facsimile. The seal is optional.

Can a certificate be issued before the share is paid?

No. N.J.S.A. 14A:7-11(4) says no certificate shall be issued for any share until such share is fully paid.

What must the face state?

That the corporation is organized under the laws of this State, the name of the person to whom issued, and the number, class, and series.

Can a magnetically coded card be the certificate?

Yes, if it otherwise complies with N.J.S.A. 14A:7-11. Subsection 14A:7-11(5) is the permission. The face rules and the payment rule still apply.

Do uncertificated shares have fewer rights?

No. Subsection 14A:7-11(6) says the rights and obligations are identical to those of holders of certificates of the same class and series, except as otherwise expressly provided by law.

Can a transfer restriction protect an S election?

N.J.S.A. 14A:7-12(3) allows a restriction that exists to maintain the corporation's status as an electing small business corporation under subchapter S. It still has to be noted conspicuously or actually known.

Statutes last checked November 3, 2026. Official text: N.J.S.A. 14A:7-11; N.J.S.A. 14A:7-12.