Home / Stock certificates / Ohio
Ohio stock certificate requirements
Ohio will not let you sign or hand over a certificate until the shares are fully paid, and a facsimile officer signature is allowed only with an incorporated transfer agent or registrar.
The pair of officers Ohio names
Ohio Rev. Code § 1701.24(B) does not say "any two officers." It names a pair of groups. One signer is the chairperson of the board, the president, or a vice-president. The other signer is the secretary, an assistant secretary, the treasurer, or an assistant treasurer. The confirmed opening is "signed by the chairperson of the board or the president or a vice-president." The certificate certifies the number of shares and the class.
A president and a treasurer can be the pair. A vice-president and an assistant secretary can be the pair. Two vice-presidents cannot, because both of them sit in the first group and nobody from the second group has signed. Two people from the finance side cannot, for the mirror-image reason. Check the titles against the two lists before the certificate is printed with names under the lines.
Trap: two officers from the same half of the Ohio list. Ohio Rev. Code § 1701.24(B) wants one signer from the chair, president, or vice-president group and one from the secretary, assistant secretary, treasurer, or assistant treasurer group.
Nothing is signed or delivered until the shares are fully paid
The same section is blunt about timing. No certificate for shares shall be executed or delivered until those shares are fully paid. The confirmed sentence is "no certificate for shares shall be executed or delivered until those shares are fully paid."
Executed and delivered are both covered. Signing the certificate and leaving it in a folder is execution. Handing it to the holder is delivery. Ohio Rev. Code § 1701.24(B) holds both back until those shares are fully paid. A subscription that is half paid is not a reason to release a certificate for the full number and "catch up later." Certify the shares that are fully paid, or wait.
Trap: delivering an Ohio certificate against an unpaid subscription. Ohio Rev. Code § 1701.24(B) says no certificate shall be executed or delivered until those shares are fully paid. Payment first, then signatures, then delivery.
Facsimile signatures need a transfer agent
Facsimile signatures of the officers are not a free option. Ohio Rev. Code § 1701.24(B) allows them only when the certificate is countersigned by an incorporated transfer agent or registrar. The confirmed phrase is "countersigned by an incorporated transfer agent or registrar."
A closely held Ohio corporation with no transfer agent signs by hand. Printing the president's signature from a word processor, with no incorporated transfer agent or registrar countersigning, does not meet the facsimile permission. That is a different rule from a state that allows facsimile officer signatures without that countersignature. Use the Ohio sentence on an Ohio certificate.
| Question | Ohio Rev. Code § 1701.24(B) |
|---|---|
| Who signs | One of chairperson, president, vice-president, and one of secretary, assistant secretary, treasurer, assistant treasurer |
| What is certified | The number and class of shares |
| When it may be signed or delivered | Only once those shares are fully paid |
| Facsimile officer signatures | Only with a countersignature by an incorporated transfer agent or registrar |
| Par value as a required face line | Not in the confirmed text of this section |
| Uncertificated shares | Not stated in the confirmed text of this section |
What this confirmed section does not decide
Ohio Rev. Code § 1701.24(B), as checked for this page, speaks to the certificate that is executed and delivered. It does not, in the confirmed text, tell you whether uncertificated shares are allowed, whether bearer form is banned, or whether a multi-class legend must promise a free copy. Those are real questions, and they are answered in other states by other sections. They are not answered by pretending this Ohio subsection said them.
If you need a cross-state view of the items this section is silent on, use what must appear on a stock certificate and stay inside the rows that were confirmed. Do not fill Ohio's silence with Delaware's bearer sentence or Texas's par-value sentence and label the result Ohio law.
A closely held Ohio signing practice
Most small Ohio corporations do not have an incorporated transfer agent. For those companies the practical reading of the facsimile rule is: wet-ink the two officers in the statutory pair, after the shares are fully paid. The certificate can be a printed set of 20 for $56.00, filled in with the holder, the number, and the class. A firm that issues certificates often enough to want a drawer of blank forms can order the blank single-class set of 100 for $120.00 and complete each one when a subscription is actually paid.
Class 2 printed certificates, also $56.00 for 20, are the catalog face when the corporation has two classes and the certificate must certify the class, which Ohio Rev. Code § 1701.24(B) does require it to certify. The section confirms "number and class." It does not, in the text we checked, spell out a free-copy legend. Print the class clearly. If a second class has special rights, get advice before you invent a legend this subsection does not contain.
| Before the shares are fully paid | After the shares are fully paid | |
|---|---|---|
| Execute the certificate | Not yet. Ohio Rev. Code § 1701.24(B) forbids execution until then. | The officer pair may sign. |
| Deliver the certificate | Not yet. Delivery is barred on the same words. | Deliver the signed certificate to the holder. |
| Facsimile | Still unavailable without an incorporated transfer agent or registrar | Same condition. Payment does not remove the countersignature rule. |
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
Order this set →
Blank Standard 1 Class Stock Certificates - Set of 100
$120.00
Blank single-class forms, set of 100
Order this set →Sets that match an Ohio issuance
For a single class, once the shares are fully paid: Printed Standard Certificates Class 1 at $56.00. For a firm stocking forms: Blank Standard 1 Class Stock Certificates, set of 100, at $120.00. For two classes: the Class 2 printed set at $56.00. The Eagle one-class set is $56.00 if you want that border. None of those products is a transfer agent, and none of them makes a facsimile signature comply with Ohio Rev. Code § 1701.24(B).
The issuance sequence, including the stock ledger, is in how to issue stock certificates. Read the Ohio payment rule before you follow a generic "sign and deliver the same day" habit.
20 PRINTED EAGLE 1 CLASS CERTIFICATES
$56.00
Eagle border, one class
Order this set →
Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
Order this set →Questions
Who has to sign an Ohio stock certificate?
Ohio Rev. Code § 1701.24(B) requires the chairperson, the president, or a vice-president, and also the secretary, an assistant secretary, the treasurer, or an assistant treasurer.
Can an Ohio corporation deliver a certificate before the shares are paid for?
No. Ohio Rev. Code § 1701.24(B) says no certificate for shares shall be executed or delivered until those shares are fully paid.
Are printed officer signatures enough in Ohio?
Only when the certificate is countersigned by an incorporated transfer agent or registrar. That is the facsimile rule in Ohio Rev. Code § 1701.24(B).
What does the Ohio certificate have to certify?
The number and class of shares, under Ohio Rev. Code § 1701.24(B).
Does the confirmed Ohio section allow uncertificated shares?
It does not say. The confirmed text of Ohio Rev. Code § 1701.24(B) addresses the certificate, the officer pair, full payment, and facsimile countersignature. This page does not add an uncertificated rule the section does not state.
What should a small Ohio company order?
A printed single-class set of 20 is $56.00. A firm that wants blank forms in bulk can order the set of 100 for $120.00. Sign by hand unless an incorporated transfer agent or registrar is countersigning.
Does full payment allow a facsimile signature without a transfer agent?
No. Full payment is the condition for execution and delivery. The countersignature by an incorporated transfer agent or registrar is a separate condition for facsimile officer signatures. Both sit in Ohio Rev. Code § 1701.24(B).
Statutes last checked November 3, 2026. Official text: Ohio Rev. Code § 1701.24(B).