North Carolina stock certificate requirements

Paper is allowed, bearer form is not

N.C. Gen. Stat. § 55-6-25(a) does two things in one breath. Shares may, but need not, be represented by certificates. Share certificates shall not be issued in bearer form. Unless Chapter 55 or another statute expressly says otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Skipping paper does not shrink the shareholder. Leaving the holder line blank so the piece of paper can pass by possession is the thing the bearer sentence forbids.

When the corporation does issue a certificate, N.C. Gen. Stat. § 55-6-25(b) sets the minimum face: the name of the issuing corporation and that it is organized under the law of North Carolina; 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. Put the state on the face. "A North Carolina company" in a footer is not that line.

Classes, and the free written statement

N.C. Gen. Stat. § 55-6-25(c) applies when the corporation may issue different classes or different series within a class. Summarize, on the front or the back, the designations, relative rights, preferences, and limitations of each class, the variations determined for each series, and the board's authority to determine variations for future series. The alternative is a conspicuous statement, front or back, that the corporation will furnish this information on request in writing and without charge. "Conspicuous" and "in writing" are both in the sentence. A promise in type too small to read, or a promise that only answers a phone call, is a poor fit.

Two officers, and a seal you may skip

N.C. Gen. Stat. § 55-6-25(d)-(e) says each share certificate shall be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors, and may bear the corporate seal or its facsimile. The designation is the list that matters. If the bylaws name the president and the secretary, those are the two. If the board designates a different pair, follow the board. A corporate seal in the catalog is $40.00. Buy it when you want the impression. The statute uses "may."

If the person who signed, manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid. That sentence saves a certificate that was signed and then sat while an officer resigned. It does not save a certificate that never had the second signature.

Uncertificated shares and the surrender rule

N.C. Gen. Stat. § 55-6-26 says that unless the articles of incorporation 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 does 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 N.C. Gen. Stat. § 55-6-25(b) and N.C. Gen. Stat. § 55-6-25(c) require on certificates, and, if applicable, the restriction information in N.C. Gen. Stat. § 55-6-27(b).

The restriction that needs a conspicuous note

N.C. Gen. Stat. § 55-6-27(b) makes a transfer restriction valid and enforceable against the holder or a transferee when the restriction is authorized by that section, it is not unconscionable under the circumstances, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement for uncertificated shares. Unless it is so noted, a restriction is not enforceable except against a person who receives actual written notice of the restrictions. "Actual written notice" is the narrow door. A conversation is not that door.

N.C. Gen. Stat. § 55-6-27(c) authorizes a restriction to maintain the corporation's status when that status depends on the number or identity of its shareholders, to preserve an exemption under federal or state securities law, or for any other reasonable purpose. A buy-sell that exists to keep a shareholder count inside a tax election is the first of those purposes. The legend still has to be conspicuous, or the actual written notice still has to go out. More on legends is in stock certificate legends.

Printed sets for a North Carolina issuance

One class: Printed Standard Certificates Class 1, $56.00 for 20. More than one class or series: the Class 2 set, also $56.00, so the summary or the free-request sentence has a place to live. The print utility is $0.99 if the company will print the face itself and still has to meet N.C. Gen. Stat. § 55-6-25(b). How the board resolution, stub, and delivery fit together is in how to issue stock certificates.

Questions

Must a North Carolina corporation issue stock certificates?

No. N.C. Gen. Stat. § 55-6-25(a) says shares may, but need not, be represented by certificates. Shareholder rights are identical either way unless another statute expressly says otherwise.

Are bearer stock certificates allowed in North Carolina?

No. N.C. Gen. Stat. § 55-6-25(a) says share certificates shall not be issued in bearer form.

Who signs a North Carolina share certificate?

Two officers designated in the bylaws or by the board, manually or in facsimile, under N.C. Gen. Stat. § 55-6-25(d)-(e). The seal is optional.

What must the face show?

N.C. Gen. Stat. § 55-6-25(b) requires the corporation's name, that it is organized under the law of North Carolina, the person to whom issued, and the number, class, and series.

Can the board issue shares without certificates?

Yes, unless the articles or bylaws provide otherwise. N.C. Gen. Stat. § 55-6-26 requires a written statement within a reasonable time, and it leaves existing certificates in place until they are surrendered.

When is a transfer restriction enforceable?

N.C. Gen. Stat. § 55-6-27(b) requires an authorized restriction that is not unconscionable and is noted conspicuously, or actual written notice to the person against whom enforcement is sought.

Statutes last checked November 3, 2026. Official text: N.C. Gen. Stat. § 55-6-25(a); N.C. Gen. Stat. § 55-6-26; N.C. Gen. Stat. § 55-6-27(b).