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Texas stock certificate requirements
Texas tells you what the front of the certificate must say, including par value or a no-par statement, and it will not enforce a transfer restriction you failed to document.
Four things the front has to carry
Tex. Bus. Orgs. Code § 3.202(c) is specific about the front. It must state that the entity is organized under Texas law, name the holder, state the number and the class or series, and state the par value of each share represented by the certificate or state that the shares have no par value. The confirmed phrase for the value line is "the par value of each share represented by the certificate." Leaving that line off, or writing a dollar figure that the certificate of formation does not support, is a face error, not a style choice.
No other state page in this set has that par-value sentence confirmed. If you are copying a form from a Delaware closing set, add the Texas value line before the certificate is signed. "No par value" is an acceptable statement when that is what the shares are. Silence is not.
Who signs after the 2023 amendment
Tex. Bus. Orgs. Code § 3.203 requires the signature of each managerial official of the entity that is authorized by the governing documents. The confirmed note on that section is that it was amended in 2023 (S.B. 1514). Do not assume the signer is "the president and the secretary" unless the governing documents authorize those offices. Read the certificate of formation and the company agreement or bylaws, list the people they authorize, and have each of them sign.
A seal is optional. Tex. Bus. Orgs. Code § 3.202(a),(f) allows an impression of the seal or a facsimile of it, and it does not make the seal a condition. Companies that want the impression order a corporate seal for $40.00. Companies that do not want one are not failing this section by omitting it.
| Face item | Texas treatment |
|---|---|
| Organized under Texas law | Required on the front by Tex. Bus. Orgs. Code § 3.202(c) |
| Holder | Required on the front |
| Number, class, series | Required on the front |
| Par value, or a no-par statement | Required on the front |
| Seal | Optional impression or facsimile under Tex. Bus. Orgs. Code § 3.202(a),(f) |
| Bearer form | Prohibited. The interest may not be issued in bearer form. |
The restriction you cannot enforce
Tex. Bus. Orgs. Code § 3.202(d)-(e) is the Texas trap that actually changes a deal. A transfer restriction has to be conspicuously noted. If the entity does not provide the document the statute points to, it may not enforce the entity's rights under the restriction. The confirmed phrase is "may not enforce the entity's rights under the restriction."
A buy-sell clause that lives only in a PDF nobody can find is the fact pattern this section punishes. Conspicuous notation on the certificate, plus the actual document handed over when requested, is the pair. Notation without the document is how enforcement is lost.
Trap: a transfer restriction with no free copy of the document. Tex. Bus. Orgs. Code § 3.202(d)-(e) says the entity may not enforce the restriction if it fails to provide that document. Print the legend and keep the agreement where you can send it.
Two classes, and where the rights live
Tex. Bus. Orgs. Code § 3.202(b) covers more than one class or series. State the rights on the front or the back, or state that the governing documents contain them and that the entity will provide a free copy of that information. The confirmed phrase is "will provide a free copy of that information." A Class 2 printed set, $56.00 for 20 certificates, is the catalog face built for two classes. A Class 1 set does not grow a second class by handwriting.
Bearer form, and why LLC certificates are on this page
Tex. Bus. Orgs. Code § 3.202(a),(f) says the ownership interest may not be issued in bearer form. Fill in the owner. A certificate that passes by possession alone is outside the section.
The same certificate rules are not limited to corporations. Tex. Bus. Orgs. Code § 3.202 applies to an ownership interest in a domestic entity, which is why a Texas limited liability company certificate is in scope. The confirmed phrase is "ownership interest in a domestic entity." The printed Texas LLC set is $56.00 for 20 certificates and is worded for that filing. The corporation set is the one for shares.
Trap: treating a Texas LLC interest as if the corporation form were optional paperwork. Tex. Bus. Orgs. Code § 3.202 reaches an ownership interest in a domestic entity. The face rules, the restriction rule, and the bearer prohibition travel with the interest.
Notice when there is no certificate
Tex. Bus. Orgs. Code § 3.205 covers uncertificated ownership. The owner is notified in writing or electronically of the information that Tex. Bus. Orgs. Code § 3.202(c) would have put on the certificate. The statute labels that communication "NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST." Sending the notice is the event. Deciding not to print a certificate, and then sending nothing, skips the section.
| Certificated interest | Uncertificated interest | |
|---|---|---|
| Where the facts live | On the front, including par value or a no-par statement | In the written or electronic notice |
| Signers | Each authorized managerial official (Tex. Bus. Orgs. Code § 3.203) | The notice still has to carry the certificate information |
| Restriction | Conspicuous, and the document must actually be provided | The same enforcement limit applies if the document is withheld |
Printed Standard Certificates Class 1 - Set of 20
$56.00
Single-class corporation set
Order this set →
Corporate Seal
$40.00
Desk seal for impressions
Order this set →What to order for a Texas company
A corporation with one class starts with Printed Standard Certificates Class 1, $56.00. Add the seal at $40.00 only if you want the optional impression. A Texas limited liability company uses the Texas LLC set at $56.00, not the corporation face. Two classes of corporate stock use the Class 2 set, also $56.00. The steps for the resolution, the stub, and delivery are in how to issue stock certificates.
Printed LLC Texas Certificates - Set of 20
$56.00
Texas LLC wording, set of 20
Order this set →
Printed Standard Certificates Class 2 - Set of 20
$56.00
Two-class corporation set
Order this set →Questions
Does a Texas stock certificate have to show par value?
Yes. Tex. Bus. Orgs. Code § 3.202(c) requires the front to state the par value of each share represented by the certificate, or to state that the shares have no par value.
What else must the front of a Texas certificate state?
That the entity is organized under Texas law, the holder's name, and the number, class, and series, along with the par value or no-par statement.
Who signs a Texas ownership certificate?
Tex. Bus. Orgs. Code § 3.203 requires each managerial official of the entity that is authorized by the governing documents. The section was amended in 2023 (S.B. 1514).
Is a corporate seal required in Texas?
No. Tex. Bus. Orgs. Code § 3.202(a),(f) treats a seal impression or a facsimile of the seal as optional.
Can a Texas company enforce a transfer restriction that was never copied to the owner?
Not if the document was withheld. Tex. Bus. Orgs. Code § 3.202(d)-(e) says the entity may not enforce the entity's rights under the restriction in that case. The restriction also has to be conspicuously noted.
Do these Texas rules apply to an LLC?
Yes. Tex. Bus. Orgs. Code § 3.202 applies to an ownership interest in a domestic entity, so a Texas LLC certificate is covered.
What notice is required for an uncertificated Texas interest?
Tex. Bus. Orgs. Code § 3.205 requires written or electronic notice of the information that would have been on the certificate. The statute titles that notice "NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST."
May a Texas certificate be issued to bearer?
No. Tex. Bus. Orgs. Code § 3.202(a),(f) says the interest may not be issued in bearer form.
Statutes last checked November 3, 2026. Official text: Tex. Bus. Orgs. Code § 3.202; Tex. Bus. Orgs. Code § 3.203; Tex. Bus. Orgs. Code § 3.205.