Washington stock certificate requirements

Certificates are a choice, rights are not

RCW 23B.06.250 opens with permission rather than a command. Shares may, but need not, be represented by certificates. Unless Title 23B or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. A Washington investor who never receives paper is still a shareholder. A Washington corporation that wants paper has to meet the face and execution rules that follow, not a homemade list.

At a minimum the certificate must state on its face the name of the issuing corporation and that it 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, the certificate represents. The state line is "organized under the laws of this state." Spell out Washington if you want the reader to see it, but the statutory phrase is organization under the laws of this state.

The class summary, or a written request

If the corporation is authorized to issue different classes, or different series within a class, RCW 23B.06.250 requires a summary on the front or back of the designations, relative rights, preferences, and limitations of each class, the variations determined for each series, and the board's authority to set variations for future series. The alternative is a conspicuous statement on the front or back that the corporation will furnish the shareholder this information without charge on request in writing. The request has to be in writing. The information has to be free. A Class 2 set at $56.00 is built for a second class. The Class 1 set, also $56.00, fits a single class that never triggers this subsection.

Execution by two officers

The statute uses "executed," not merely "signed," and it sets the number at two. Each share certificate must be executed by two officers designated in the bylaws or by the board of directors, and may bear the corporate seal or its facsimile. If the person who executed the certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. Designate the officers before you print their names. A seal costs $40.00 if you want the optional impression. Nothing in RCW 23B.06.250 makes the seal a condition of a valid certificate.

Approval to skip certificates

RCW 23B.06.260 says that unless the articles of incorporation or bylaws provide otherwise, the board may approve the issuance of some or all of the shares of any or all classes or series without certificates. That approval does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement containing the information RCW 23B.06.250 requires on certificates and, if it applies, the restriction note from RCW 23B.06.270.

Washington's word is "deliver," and the clock is a reasonable time after issuance or transfer, not a fixed number of days. Do not borrow a 10-day confirmation from another state's uncertificated rule and paste it into a Washington resolution unless the board wants that deadline for its own reasons. The confirmed Washington text does not use a 10-day clock.

Restrictions need the conspicuous note

RCW 23B.06.270 lets the articles, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation impose a restriction on transfer or on registration of transfer. A restriction does not affect shares issued before it was adopted unless the holders are parties to the restriction agreement or voted in favor of it. The restriction is enforceable against the holder or a transferee if it is authorized by the section and its existence is noted conspicuously on the front or back of the certificate, or is in the information statement for uncertificated shares. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

Authorized purposes include maintaining a status that depends on the number or identity of shareholders, preserving a federal or state securities exemption, and any other reasonable purpose. The note on the certificate is what makes that purpose travel to the next holder. See stock certificate legends for how this note compares with other states.

What a Washington company orders

Printed Standard Certificates Class 1 at $56.00 cover a single class. Class 2, also $56.00, is the set for the summary in RCW 23B.06.250. The print utility at $0.99 is a file you still have to complete and have two officers execute. The cross-state checklist is in what must appear on a stock certificate, and the national example there is this same RCW 23B.06.250 read as an MBCA-style illustration. This page is the Washington reading of the section, not the illustration.

Questions

Are stock certificates required in Washington?

No. RCW 23B.06.250 says shares may, but need not, be represented by certificates, and shareholder rights are identical either way unless another statute expressly provides otherwise.

What has to be on the face?

The issuing corporation's name, that it is organized under the laws of this state, the person to whom issued, and the number, class, and series the certificate represents.

How many officers execute a Washington certificate?

Two officers designated in the bylaws or by the board. The certificate may bear the corporate seal or its facsimile. Both points are in RCW 23B.06.250.

Can the board issue shares with no certificates?

Yes, unless the articles or bylaws provide otherwise. RCW 23B.06.260 requires delivery of a written statement within a reasonable time after issuance or transfer, and existing certificates stay in force until surrendered.

Does a Washington certificate have to show par value?

No. The minimum face in RCW 23B.06.250 does not include a par-value line.

When does a transfer restriction bind a new holder?

When it is authorized by RCW 23B.06.270 and noted conspicuously on the certificate or in the uncertificated information statement. Otherwise it does not bind a person without knowledge of the restriction.

Statutes last checked November 3, 2026. Official text: RCW 23B.06.250; RCW 23B.06.260; RCW 23B.06.270.