Share certificate

What appears on a share certificate

Statutory requirements vary by jurisdiction, but a properly issued share certificate generally carries eight fields:

• Certificate number, unique within the corporation's series
• Name of the corporation and jurisdiction of incorporation
• Name of the shareholder entitled to the shares
• Class of shares (common, preferred, Class A, etc.)
• Number of shares evidenced by the certificate
• Par value, or a statement that the shares are without par value
• Date of issuance
• Signatures of the officers authorized by the bylaws to sign certificates

Certificates issued for restricted shares typically also carry a restrictive legend referencing the securities laws or contractual restrictions that apply.

Certificate as evidence, not source of truth

A share certificate is evidence of ownership; the source of truth is the share register. If the two ever conflict, the share register controls. This distinction matters because certificates can be lost, replaced, cancelled, or duplicated through error. The register is the only place where the corporation's official record of who owns what lives.

For that reason, every certificate issued, transferred, cancelled, or reissued should leave a corresponding entry in the share register, with the same certificate number cross-referenced in both places.

Verification, paper, and digital

For most of corporate history, certificates were printed on bond paper with embossed seals and held by the shareholder or by the corporation's transfer agent. Verification meant comparing the certificate in hand to the corporation's register on request. Paper certificates can be forged, altered, or fabricated, and the only reliable check is a direct conversation with the corporation.

Modern digital certificates can include a public verification mechanism, typically through a QR code that resolves to a corporation-controlled page confirming that the certificate is genuine, who it was issued to, and whether it remains valid. This shifts verification from a private inquiry to a public, real-time check, which matters during share transfers and diligence.