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    Stock Certificate Template: A Field-by-Field Guide

    Quick Answer

    A valid corporate stock certificate must match the corporation's Articles or Certificate of Incorporation and bylaws, state the exact legal corporate name and state of formation, assign a sequential certificate number (starting at Certificate No. 1), specify the shareholder's full legal name, the number and class of shares, par value (or "No Par Value"), any share transfer restriction legend (UCC § 8-204) and Securities Act Rule 144 private-placement legend, the issuance date, two authorized officer signatures (typically President/CEO and Secretary/Treasurer), and the raised corporate seal impression (1 5/8" brass-die embosser). Every issued certificate must be recorded simultaneously on its matching numbered stub and in the corporate Stock Transfer Ledger.

    Corp USA custom printed stock certificate with corporate name, share fields and seal wafer

    1. When Your Corporation Needs a Physical Stock Certificate (Statutes by State)

    • Delaware — 8 Del. C. § 158: Delaware General Corporation Law — every holder of stock represented by certificates is entitled to a certificate signed by or in the name of the corporation by any two authorized officers.
    • California — Cal. Corp. Code § 416(a): Every holder of shares in a California corporation is entitled to have a certificate signed in the corporate name by two officers stating the name of the record holder, number/class/series of shares, and required statements under §§ 417–418.
    • New York — N.Y. Bus. Corp. Law § 508: Certificates signed by the chairperson/president/vice-president and secretary/treasurer, sealed with the seal of the corporation or a facsimile thereof, stating state of incorporation, holder name, and number/class/par value.

    2. Anatomy of a Stock Certificate: The 10 Required Fields

    FieldWhere It AppearsLegal Requirement / Purpose
    1. Exact Legal Corporate NameTop bannerMatch the exact corporate name in the Articles or Certificate of Incorporation.
    2. State of IncorporationBelow corporate nameState the jurisdiction of incorporation; N.Y. Bus. Corp. Law § 508.
    3. Authorized Capital & Par ValueShare structure linee.g., 10,000,000 Common Shares, $0.0001 Par Value or No Par Value; match the filed Articles.
    4. Certificate NumberNumber boxNo. 1, No. 2, sequential; identify each certificate and matching stub.
    5. Number & Class of SharesShares: ___Identify the number and class/series of shares; Cal. Corp. Code § 416(a).
    6. Shareholder’s Exact Legal NameThis Certifies That ___ is the owner of...Identify the record holder by full legal name.
    7. Restrictive LegendsFront or backUCC § 8-204 + Securities Act of 1933; disclose applicable transfer restrictions.
    8. Issuance DateDated this ___ day of ___, 20__Record the date of issuance consistently in the stub and ledger.
    9. Two Officer SignaturesSignature linesPresident/CEO + Secretary/Treasurer; 8 Del. C. § 158, Cal. Corp. Code § 416(a), N.Y. BCL § 508.
    10. Corporate Seal Gold Foil WaferCORPORATE SEAL circle1 5/8" raised brass-die impression; physical authentication and recipient expectations.

    3. Step-by-Step: How to Fill Out a Stock Certificate (Steps 1–8)

    1. Check the Articles or Certificate of Incorporation and bylaws. Confirm the exact legal corporate name, state, authorized capital, class of shares, and par value.
    2. Assign the next sequential certificate number, starting at Certificate No. 1, and confirm the detachment stub carries the matching number.
    3. Enter the shareholder’s full legal name and the number and class of shares being issued.
    4. Enter the par value exactly as filed, or No Par Value. Do not substitute a market price or purchase price.
    5. Add the applicable UCC § 8-204 share transfer restriction legend and Securities Act Rule 144 private-placement legend.
    6. Enter the issuance date and obtain two authorized officer signatures, typically President/CEO and Secretary/Treasurer.
    7. Press the 1 5/8" brass-die corporate embossing seal into the gold foil wafer.
    8. Record every issued certificate simultaneously on its matching numbered stub and in the corporate Stock Transfer Ledger before detaching it.

    Sample Completed Certificate

    Corporation
    Acme Holdings, Inc.
    State of Incorporation
    Delaware
    Certificate Number
    Certificate No. 1
    Shareholder
    Jordan M. Vance
    Shares
    4,000,000 shares of Common Stock
    Par Value
    $0.0001

    Illustrative certificate: complete the issuance date, applicable legends, officer signatures, seal impression, matching stub and Stock Transfer Ledger entry for the actual issuance.

    4. Common Mistakes That Invalidate or Delay a Transfer

    • Skipping the UCC § 8-204 close-corporation / Shareholders’ Agreement legend or Securities Act Rule 144 legend.
    • Reusing a cancelled certificate number instead of marking CANCELLED across the face, stapling it back to its original stub, and issuing the next sequential certificate number.
    • Mismatched par value vs. filed Articles.
    • Forgetting the detachment stub and Stock Transfer Ledger entry.
    • Lost/Stolen/Destroyed certificates: UCC § 8-405 — Affidavit of Lost Stock Certificate + Indemnity Bond.

    5. Custom Printed Eagle Certificates vs. Blank Templates

    $56.00 Custom Printed Stock Certificates — pack of 20 numbered certificates with full-size detachment stubs and corporate name/state/share structure pre-printed. Choose custom printed Eagle certificates or Dwight Jackson Banknote Certificates rather than filling every field on a blank template.

    Custom Printed Stock Certificates — $56.00Dwight Jackson Banknote Certificates

    $89.97 Full Corporate Kit with custom binder, 20 custom stock certificates, stock transfer ledger, bylaws/minutes, and precision brass-die embossing seal; orders placed by 3:00 PM ET ship same business day from our New Smyrna Beach, FL manufacturing facility.

    Full Corporate Kit — $89.97

    6. 5 FAQs

    Can I print my own stock certificate on regular office paper?

    Technically yes if signed by two officers (8 Del. C. § 158), but plain copy paper lacks security borders, sequential numbering, full-size detachment stubs, and reverse transfer/legend blocks. Custom printed 24-lb Eagle or Dwight Jackson certificates ($56.00 for 20) prevent alteration and satisfy bank/investor due diligence.

    Who has to sign a stock certificate?

    Two authorized officers — traditionally the President (or CEO/Chairperson) and the Corporate Secretary (or Treasurer/Assistant Secretary). If one person holds all offices in a single-shareholder corporation, that person signs in both capacities (President and Secretary).

    What do I do if I make a typo while filling out a stock certificate?

    Never use correction fluid or cross out share counts. Write VOID — CLERICAL ERROR across the face, staple the voided certificate back to its matching stub, note Voided before issuance in the Stock Transfer Ledger, and prepare the next sequential certificate number.

    Does an LLC issue stock certificates?

    No — LLCs issue Membership Certificates (representing percentage membership interest or membership units) rather than corporate stock (shares), unless the LLC has converted to a corporation. We print custom LLC Membership Certificates as well.

    Is a raised corporate seal required on every stock certificate?

    While modern statutes (8 Del. C. § 158, Cal. Corp. Code § 416, N.Y. BCL § 508) allow certificates without a physical seal impression unless the bylaws require one, nearly every corporate certificate features a dedicated CORPORATE SEAL gold wafer circle, and banks, foreign registries, and closing counsel routinely expect the raised 1 5/8" brass-die impression.

    Published and updated October 26, 2026. Corp USA is not a law firm and does not provide legal or tax advice. Consult a licensed attorney about requirements for your entity.