Stock certificate requirements for a Florida corporation
FBCA § 607.0625 governs share certificates in Florida. The MBCA-based statute permits both certificated and uncertificated shares, with detailed content requirements.
| FBCA § 607.0625 | Form and content of share certificates |
|---|---|
| FBCA § 607.0626 | Uncertificated shares |
| FBCA § 607.0627 | Restriction on transfer of shares |
| FBCA § 607.0630 | Replacement of lost, destroyed, or wrongfully taken certificates |
| FBCA § 607.0631 | Share register |
- FBCA § 607.0625 prescribes the content: corporation name, Florida designation, shareholder name, class and number of shares, par value
- Section 607.0626 permits uncertificated shares, corporation must give written notice to holder of rights and restrictions
- Two officer signatures required; facsimile permitted
- Section 607.0627 governs transfer restrictions; conspicuous notation required for enforcement against transferees
- Replacement under § 607.0630 requires affidavit of loss, indemnity, and compliance with reasonable corporate requirements
Content under FBCA § 607.0625
Section 607.0625 specifies what a Florida share certificate must state:
- The name of the issuing corporation
- That the corporation is organized under Florida law
- The name of the person to whom the certificate is issued
- The number and class of shares represented, and the designation of the series if any
- The par value, or that the shares are without par value
- If the corporation has more than one class or series, a statement of the relative rights, preferences, and limitations, or that the corporation will furnish such a statement without charge on request
Uncertificated shares (§ 607.0626)
Section 607.0626 permits Florida corporations to issue uncertificated shares. The corporation must send the holder a written notice within a reasonable time after issuance, describing:
- The information that would have appeared on a certificate (corporation name, holder name, class and number of shares, etc.)
- The rights, preferences, and limitations of the class, or a statement that the corporation will furnish a description without charge on request
- Any transfer restrictions
Transfer restrictions (§ 607.0627)
Florida § 607.0627 follows the MBCA approach to transfer restrictions: a restriction is valid and binding on the corporation, its shareholders, and any subsequent transferee with notice. Notice is established by conspicuous notation on the face of a certificate, or by written notice for uncertificated shares.
Florida private corporations frequently include multiple legends: securities-law hold-period legends, buy-sell agreement references, transfer restrictions tied to a unanimous shareholder agreement or shareholders' agreement, and vesting/repurchase rights for shares issued under stock plans.
Signing and replacement
Florida share certificates must be signed by two officers, typically the president (or CEO) and the secretary. Facsimile signatures are permitted under § 607.0625(2), and the corporate seal may be affixed but is not required. Replacement of lost certificates under § 607.0630 requires the standard affidavit + indemnity + reasonable corporate fee.
Octelligence issues share certificates with QR codes that resolve to a public verification page. Cancellations and reissuances flow through the same workflow as issuance, so the certificate, the register, and the cap table stay aligned.
See Digital Corporate RecordsQR-verified share certificates, public verification pages, and a register that always agrees with the certificate in hand.