How does Illinois's corporation code compare to other US states?

Illinois follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The 805 ILCS 5/ is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Illinois practice is straightforward.

Are Illinois shares typically certificated or uncertificated?

Both are common. Larger Illinois corporations often use uncertificated shares (805 ILCS 5/6.40), particularly for stock transfer agent management. Smaller closely-held companies often retain physical certificates.

Are electronic filings accepted for this jurisdiction?

Yes. The Illinois Secretary of State typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Illinois

Stock certificate requirements in Illinois (805 ILCS 5/)

What a Illinois corporation must know about stock certificate requirements under Illinois Business Corporation Act of 1983, 805 ILCS 5/: statute citations, mechanics, and inspection rights.

Governing statute

Illinois Business Corporation Act of 1983, 805 ILCS 5/

805 ILCS 5/6.35	Share certificates
805 ILCS 5/6.40	Uncertificated shares permitted
805 ILCS 5/6.50	Lost or destroyed certificates
805 ILCS 5/6.30	Issuance of shares

At a glance

Must show corporation name, holder name, number and class of shares, and signing officers
Signed by authorized officers (typically president and secretary); facsimile signatures permitted
Restrictive notations required when shares are subject to transfer restrictions
Uncertificated shares permitted under the MBCA framework; widely used in modern startups
Transfer requires endorsement and surrender of the old certificate (or registry entry for uncertificated shares)

What the 805 ILCS 5/ requires

805 ILCS 5/6.35 prescribes stock certificate content under the Illinois Business Corporation Act of 1983.

Corporation name (in full)
Statement that the corporation is incorporated under the applicable state law
Name of the person to whom the certificate is issued
Number and class or series of shares
Signatures of authorized officers

Restrictive notations

When shares are subject to transfer restrictions (shareholders agreements, options, or other restrictions), the certificate must bear a restrictive notation. Without it, the restriction may be unenforceable against a good-faith purchaser without notice. This is uniform across MBCA-tradition states.

Uncertificated shares

Most MBCA-tradition states permit corporations to issue shares without physical certificates. In that case, the stock ledger is the proof of ownership. This option is increasingly common, especially for venture-backed and tech-focused corporations.

In Octelligence

Verifiable stock certificates, issued correctly.

Octelligence issues stock certificates that comply with the applicable state corporation code. Each certificate carries a QR-verifiable hash and is linked to the issuance in the stock ledger, with full history of cancellations and reissues.

See Digital Corporate Records

Stock certificates

Issue stock certificates that hold up to inspection.

Statutory-compliant content, QR verification, full transfer audit trail.

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