Virginia stock certificate requirements

Identical rights, with or without paper

Va. Code § 13.1-647(A) says shares may but need not be represented by certificates. Unless Chapter 9 or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. A Virginia stock corporation can run on a written statement instead of a certificate. It cannot tell the holder that the missing certificate reduced the shares to something less.

When a certificate is used, Va. Code § 13.1-647(B) sets the minimum face: the name of the corporation and that it is organized under the law of the Commonwealth; 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. "The law of the Commonwealth" is the phrase. Do not substitute a generic "organized under state law" and assume it satisfies the line.

Two officers, possibly one human

Va. Code § 13.1-647(D) is the signature rule that other states in this set do not copy. Each share certificate shall be signed by two officers, who may be the same individual, designated in the bylaws or by the board of directors. Unless the articles of incorporation or bylaws provide otherwise, any or all of the signatures on the certificate may be facsimile. If the person who signed no longer holds office when the certificate is issued, the certificate is nevertheless valid.

The "same individual" clause matters in a one-person corporation where that person is both president and secretary, if those are the two designated offices. The statute still wants two offices. It allows one human to hold both. It does not allow one signature line. Print two lines. Let the same person sign both if that person holds both designated offices. If the articles or bylaws forbid facsimile, wet-ink both lines.

If the corporation may issue different classes or series within a class, the designations, rights, preferences, and limitations of each class and series, any variations among holders of the same class or series, and the board's authority to determine variations for future series are summarized on the front or back. The alternative is a conspicuous statement that the corporation will furnish the information on request in writing and without charge. Variations among holders of the same class are part of this Virginia summary. A Class 2 set at $56.00 is the printed face for a second class. Class 1 at $56.00 fits a single class with no series split.

The written statement after a paperless issue

Unless the articles or bylaws provide otherwise, the board may authorize issuance of some or all shares of any or all classes or series without certificates. That authorization does not affect shares already represented by certificates until they are surrendered. Va. Code § 13.1-648(B) says that within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates. Deliver it. A reasonable time is the clock the statute uses. It is not a promise you invent as a fixed number of days.

A restriction the buyer does not know about

Va. Code § 13.1-649(B) says a restriction on transfer or registration of transfer is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction. The articles, bylaws, a shareholder agreement, or an agreement between shareholders and the corporation may impose the restriction. It does not affect shares issued before it was adopted unless the holders are parties or voted in favor.

Authorized purposes include keeping a status that depends on the number or identity of shareholders, preserving a securities exemption, and any other reasonable purpose. The conspicuous note is what carries the restriction to someone who did not vote for it. See how to transfer shares and stock certificate legends.

Ordering, and a note on nonstock corporations

A Virginia stock corporation orders Printed Standard Certificates Class 1 at $56.00, or Class 2 at $56.00 when the summary of classes has to be printed. The print utility at $0.99 still needs the Commonwealth line and two signature lines. A nonstock corporation is a different statute: Va. Code § 13.1-814 says a corporation shall not issue shares of stock. Do not use a share certificate for that entity. Membership forms are discussed in nonprofit membership certificates.

Questions

Must a Virginia stock corporation issue certificates?

No. Va. Code § 13.1-647(A) says shares may but need not be represented by certificates, and shareholder rights are identical either way unless a statute expressly provides otherwise.

Can one person sign a Virginia stock certificate twice?

Yes, if that person holds both designated offices. Va. Code § 13.1-647(D) requires two officers and says they may be the same individual.

Are facsimile signatures allowed?

Unless the articles or bylaws provide otherwise, any or all signatures may be facsimile. That limit is also in Va. Code § 13.1-647(D).

What does the face have to say about Virginia?

Va. Code § 13.1-647(B) requires the corporation's name and that it is organized under the law of the Commonwealth, plus the person, number, class, and series.

What is delivered if there is no certificate?

Va. Code § 13.1-648(B) requires delivery of a written statement within a reasonable time after issuance or transfer of shares without certificates.

Can a Virginia nonstock corporation use this share certificate?

No. Va. Code § 13.1-814 says a corporation shall not issue shares of stock. That is the nonstock act, not the stock corporation act discussed above.

Statutes last checked November 3, 2026. Official text: Va. Code § 13.1-647(A); Va. Code § 13.1-648(B); Va. Code § 13.1-649(B).