Stock certificate requirements in Missouri (MGBCL)
What a Missouri corporation must know about stock certificate requirements under Missouri General and Business Corporation Law, RSMo Ch. 351.
| RSMo § 351.295 | Stock certificates |
|---|---|
| RSMo § 351.300 | Uncertificated shares |
| RSMo § 351.305 | Transfer restrictions |
| RSMo § 351.310 | Lost certificates |
- 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 MGBCL requires
Missouri Revised Statutes § 351.295 prescribes stock certificate content. Missouri's pre-MBCA heritage includes detailed procedural requirements.
Missouri-specific considerations
Missouri's MGBCL has distinctive heritage and pre-dates the modern MBCA framework. Missouri counsel should review specific resolution drafts, certificate forms, and inspection demands to ensure compliance with Missouri-specific rules.
Practical implications
The general principles (records must be maintained, shareholders have inspection rights, annual filings are required) remain similar to MBCA-tradition US jurisdictions, but the exact procedural details merit specific Missouri counsel review.
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.
See Digital Corporate RecordsStatutory-compliant content, QR verification, full transfer audit trail.