Share certificate requirements for a Washington corporation
RCW 23B.06.250 and 23B.06.260 govern share certificates in Washington. The MBCA-based statute permits both certificated and uncertificated shares with familiar content requirements.
| RCW 23B.06.250 | Form and content of certificates |
|---|---|
| RCW 23B.06.260 | Shares without certificates |
| RCW 23B.06.270 | Restriction on transfer of shares and other securities |
| RCW 23B.07.020 | Restrictions on issuance and reacquisition |
- Washington uses the MBCA's two-section structure: § 23B.06.250 for certificated, § 23B.06.260 for uncertificated
- Required content: corporation name, state of incorporation, shareholder name, class and number of shares
- Two officer signatures required; facsimile permitted
- Uncertificated shares: corporation sends written notice to holder within a reasonable time after issuance
- Transfer restrictions under § 23B.06.270, conspicuous notation required for enforcement
Certificated shares (§ 23B.06.250)
RCW 23B.06.250 prescribes the content of a certificated share in Washington:
- The name of the issuing corporation and the state of its incorporation
- The name of the person to whom the certificate is issued
- The number and class of shares represented, and the designation of the series
- The par value, or that the shares are without par value
- If the corporation has more than one class or series, a statement of the relative rights, preferences, and limitations (or that they are available on request)
- Two officer signatures (manual or facsimile)
Uncertificated shares (§ 23B.06.260)
Washington permits the issuance of uncertificated shares under § 23B.06.260. Where uncertificated shares are issued, the corporation must, within a reasonable time after the issuance, send the holder a written notice containing:
- The information that would have appeared on a certificate (corporation name, holder name, class and number of shares, etc.)
- Any restrictions on transfer
- The rights, preferences, and limitations of the class (or a statement that they are available on request)
Many Washington corporations now issue uncertificated stock from inception, particularly tech corporations in the Seattle area.
Transfer restrictions (§ 23B.06.270)
Washington § 23B.06.270 follows the MBCA approach. A restriction on the transfer of shares is valid and binding on the corporation, its shareholders, and any transferee with notice. Notice is established by conspicuous notation on a certificate, or by written notice for uncertificated shares.
Common Washington legends include securities-law hold-period legends (Rule 506 / state blue-sky), buy-sell agreement references, and vesting/repurchase legends for stock issued under equity incentive plans.
Replacement and reissuance
Lost certificates are replaced under RCW 23B.06.260, which incorporates Article 8 of the Uniform Commercial Code (as adopted in Washington). The standard procedure applies: affidavit of loss, indemnity bond (often calibrated to the value of the shares), payment of a reasonable fee, and any other reasonable requirements the corporation imposes.
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.