Stock certificate requirements for a Nevada corporation
NRS 78.235 governs stock certificates in Nevada. The statute permits both certificated and uncertificated stock, with content requirements tracking federal MBCA standards.
| NRS 78.235 | Certificates representing shares of stock; uncertificated shares |
|---|---|
| NRS 78.240 | Replacement of certificates |
| NRS 78.242 | Restrictions on transfer of stock |
| NRS 78.107 | Stock ledger and register of stockholders |
- NRS 78.235 governs both certificated and uncertificated stock in Nevada
- Required content: corporation name, state of incorporation, stockholder name, class and number of shares, par value
- Two officer signatures required (president or VP, plus secretary, assistant secretary, or treasurer); facsimile permitted
- Section 78.242 governs transfer restrictions; conspicuous notation required for enforcement
- Section 78.240 provides for replacement of lost certificates on affidavit and indemnity
Content under NRS 78.235
A Nevada stock certificate must state:
- The corporation's name
- That the corporation is organized under Nevada law
- The name of the registered owner
- The number of shares and the class or series
- The par value (or a no-par-value statement)
Where the corporation has multiple classes or series with different rights, the certificate must state the rights (or note that they are available on request). The statute also permits the corporation to issue uncertificated stock, in which case written notice of issuance and the rights of the shares must be delivered to the stockholder.
Signing
NRS 78.235(2) requires two signatures on a Nevada stock certificate: the president or a vice-president, plus the secretary, an assistant secretary, or the treasurer. Facsimile signatures are permitted. The corporate seal may be affixed.
Many Nevada corporations operate from outside the state and issue certificates digitally with electronic signatures by remote officers. The two-signature requirement is satisfied as long as both signatures (manual or facsimile) appear.
Transfer restrictions (NRS 78.242)
Nevada follows the standard US approach: transfer restrictions are enforceable against transferees with notice. Notice is established by conspicuous notation on the certificate face (for certificated shares) or in a notice for uncertificated shares. Nevada's reputation for permissive corporate law extends to recognition of broad transfer restrictions, including for asset-protection purposes.
Replacement under NRS 78.240
The replacement procedure under NRS 78.240 is standard: affidavit of loss, indemnity (usually a bond), payment of a reasonable fee, and any other requirements the directors impose. The replacement carries a new certificate number, and the original is cancelled in the stock ledger.
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.