Stock certificate requirements for a Texas corporation
TBOC § 3.202 governs stock certificates in Texas, with permissive rules on form and content. Texas permits both certificated and uncertificated stock and follows the federal MBCA model.
| TBOC § 3.202 | Form of share certificate or uncertificated share |
|---|---|
| TBOC § 3.205 | Issuance of shares by corporations |
| TBOC § 3.203 | Lost, destroyed, or wrongfully taken share certificates |
| TBOC § 21.215 | Statement of certain rights on certificates or in notice |
| TBOC § 21.214 | Restrictions on transfer of shares |
- TBOC § 3.202 governs both certificated and uncertificated shares; corporations choose the form
- Required content: corporation name, name of person registered owner, number and class of shares, signature of authorized officer
- One signature minimum from a corporate officer (typically two in practice, president + secretary)
- Transfer restrictions must be noted on the certificate or in a notice for uncertificated shares under § 21.214
- Replacement under § 3.203 requires affidavit of loss and an indemnity bond
TBOC's permissive approach (§ 3.202)
Section 3.202 of the Texas Business Organizations Code governs both certificated and uncertificated shares. Texas allows corporations broad flexibility, the corporation may issue paper certificates, digital certificates, or no certificate at all, with the choice typically set in the bylaws or by board resolution.
Required content
A Texas share certificate must state:
- The name of the corporation
- That the corporation is organized under Texas law
- The name of the person to whom the certificate is issued
- The number and class of shares represented, and the series if applicable
- The par value of the shares or a statement that they are without par value
- A signature of an officer of the corporation (the corporation may, by bylaw, require more than one)
Under § 21.215, where the certificate represents shares of a class or series with rights different from other classes, the certificate must either state those rights or include a statement that the corporation will furnish a description of the rights without charge on request.
Transfer restrictions (§ 21.214)
Texas § 21.214 follows the standard US approach: transfer restrictions are enforceable against transferees with notice. Notice is established by:
- Conspicuous notation on the face of a certificated share, or
- Notice delivered to the holder at the time of issuance for uncertificated shares
Texas corporations frequently include legends for securities-law restrictions, buy-sell agreements, voting agreements, and rights of first refusal. The detailed legend stacking is common in private-corporation transactions.
Replacement under § 3.203
Where a Texas share certificate is lost, destroyed, or wrongfully taken, § 3.203 permits the corporation to issue a replacement on:
- The owner's request
- The owner filing an affidavit of loss or other satisfactory evidence
- The owner posting an indemnity bond in an amount the directors consider reasonable
- Compliance with other reasonable requirements imposed by the directors
The cancelled certificate's number is marked void in the share register; the replacement is issued with a new certificate number.
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.