Share Certificates

Issue your first share certificate

Generate a QR-verified share certificate with a public verification page that banks, auditors, and counsel can confirm without logging in.

A share certificate is the document that says "this person owns this many of these shares as of this date." Octelligence certificates carry a QR code and a public verification URL, so anyone who needs to confirm a holding can do it in seconds without an Octelligence account.

Prerequisites

  • At least one share class set up (see Set up share classes)
  • At least one shareholder added under People
  • Authorization to issue the shares (board resolution recorded if your jurisdiction requires it)

Available on Starter and above. QR-verified share certificates with public verification pages are included starting at $19/mo. The Free tier supports basic certificate generation without QR verification.

Step-by-step

1

Go to Cap Table › Issuances

From your corporation's workspace, navigate to Cap Table in the sidebar, then Issuances. Click New issuance.

2

Fill in the issuance details

The issuance form captures everything that will appear on the certificate:

  • Holder: select from your existing shareholders, or click + New holder to add them inline
  • Share class: common, preferred, or whichever class authorizes the issuance
  • Number of shares
  • Issuance date: the effective date of the issuance, not necessarily today
  • Consideration: cash amount, services rendered, intellectual property assigned, etc.
  • Authorizing document: upload the board resolution, subscription agreement, or other authorizing instrument
3

Confirm and issue

Octelligence checks the issuance against your share class's authorized count. If it would exceed authorization, the issuance is blocked and you're prompted to increase the authorization first. If everything is in order, click Issue.

The system generates:

  • A unique certificate number (sequential within the share class)
  • The certificate document (PDF, branded on Scale and above)
  • A QR code linked to the public verification URL
  • A new entry on the share register tied to this certificate
  • A cap table update reflecting the issuance
4

Review the certificate

From Certificates › All certificates, open the newly issued one. You'll see:

  • The certificate document with the holder's name, share class, number of shares, issuance date, and certificate number
  • The QR code (scannable from a phone)
  • The public verification URL (copyable)
  • Activity log: who issued it, when, from which IP
5

Deliver the certificate to the holder

You have three options:

  • Email the certificate directly from Octelligence. The holder receives the PDF and a link to view it in their own Octelligence account (free for shareholders to view their own certificates).
  • Download and send via your own email. The PDF works as a standalone document — the QR code is embedded.
  • Print and mail. Some jurisdictions still expect a paper original. The QR code prints; physical verification works the same way.

How QR verification works

Every certificate Octelligence issues has a unique public verification URL. The QR code on the certificate encodes this URL. When someone scans the code or visits the URL directly, they see:

  • The certificate's current status: active, superseded, or revoked
  • The holder's name (or anonymized depending on settings)
  • The share class and number of shares
  • The issuance date
  • The corporation that issued it
  • If superseded or revoked: the date and the reason

The verifier doesn't need an Octelligence account. This is what makes Octelligence certificates "verifiable" — they don't just exist as documents, they exist as queryable records in a public-facing system.

Why this matters at diligence. A traditional PDF certificate proves only that the document existed at some point. A QR-verified certificate proves the holding is current as of the moment the verifier checks. Lenders, auditors, and counsel increasingly expect the latter.

Certificate states

Over time, a certificate moves through one of three states:

  • Active — the certificate represents a current holding. This is the default state on issuance.
  • Superseded — the certificate has been replaced (for example, after a share transfer, which generates a new certificate for the new holder and supersedes the old one). The verification page shows the old certificate as superseded and points to the replacement.
  • Revoked — the certificate has been cancelled (for example, if the issuance is rescinded, or the shares are repurchased and retired). The verification page shows the revocation reason.

State changes are logged with timestamps and the user who initiated them.

Bulk issuance

If you're migrating in historical issuances or setting up multiple holders at once, use Cap Table › Bulk issuance. Upload a CSV with one row per issuance and Octelligence generates certificates for all of them in a single transaction.

CSV columns: holder name, holder email, share class, number of shares, issuance date, consideration amount, consideration type.

Branded certificates (Scale plan)

On the Scale plan, certificates carry your corporation's branding instead of the Octelligence default:

  • Custom header with your logo
  • Custom typography matching your visual identity
  • Branded verification page with your logo
  • Custom footer with corporate seal or signature blocks

The custom verification domain (e.g., verify.yourcorp.com) is available on the Institution plan.

Branded certificates are particularly valuable for law firms and accounting practices on Portfolio Licensing — every client corporation gets the firm's brand on certificates rather than the Octelligence default.

Common gotchas

Issuing without an authorizing document. Octelligence prompts for a board resolution or other authorization, but won't block you if you skip it. Don't skip it — diligence reviewers will ask. Upload the document at issuance time, when it's still fresh.

Backdating issuance dates. If you're recording historical issuances, set the issuance date to the actual original date. The certificate's verification page will show that date accurately. Backdating is legitimate for record-keeping; what's not legitimate is fabricating an earlier date for issuances that didn't actually happen then.

Forgetting consideration. Shares issued for no consideration may be void in many jurisdictions. Even nominal consideration ($1, services rendered) needs to be recorded. Octelligence requires a consideration field on every issuance.

Issuing duplicate certificate numbers. Not possible — certificate numbers are auto-generated sequentially per share class. If you want to import historical certificates with their original numbers, use the bulk-issuance flow with the certificate-number column.

For background

If you want the conceptual framing for why share certificates matter and how they relate to the share register:

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