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

Virginia follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The VSCA 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, Virginia practice is straightforward.

Does Virginia require specific officer signatures on certificates?

Va. Code § 13.1-647(B) requires two officer signatures (typically president and secretary), though variations are permitted in the articles or bylaws. Facsimile signatures are permitted for corporations with stock-transfer agents.

Are electronic filings accepted for this jurisdiction?

Yes. The Virginia State Corporation Commission 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 · Virginia

Stock certificate requirements in Virginia (VSCA)

What a Virginia corporation must know about stock certificate requirements under Virginia Stock Corporation Act, Va. Code § 13.1-601 et seq.: statute citations, mechanics, and inspection rights.

Governing statute

Virginia Stock Corporation Act, Va. Code § 13.1-601 et seq.

Va. Code § 13.1-647	Form and content of certificates
Va. Code § 13.1-647.1	Uncertificated shares
Va. Code § 13.1-648	Transfer restrictions
Va. Code § 13.1-649	Lost certificates

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 VSCA requires

Va. Code § 13.1-647 prescribes stock certificate content. The Virginia Stock Corporation Act follows the MBCA with VA-specific procedural details.

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.

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