Stock Certificate Template, Free Download 2026

By Jessica Henwick, Editor-in-ChiefLegally reviewed by David Chen, Esq.
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When Do You Need a Stock Certificate?

You have just incorporated your business and need to issue certificated shares to the founding shareholders as evidence of their ownership interest in the corporation. A corporate share certificate template provides the standard format recognized by transfer agents and securities attorneys.

Your corporation is issuing shares to a new investor, employee, or strategic partner and the stock purchase agreement specifies that physical stock certificates will be delivered at closing.

A shareholder is transferring their shares to another party under a share transfer agreement and needs the existing certificate endorsed and surrendered so a new certificate can be issued to the transferee.

Your corporation's bylaws or a shareholder agreement requires certificated shares, and you need a professional blank stock certificate form that complies with UCC Article 8 requirements for negotiable securities.

You are establishing an employee stock ownership plan or restricted stock program and need certificates that include the required restrictive legend language limiting transferability.

Statutory Requirement: Under SEC Rule 502(d), shares issued under a Regulation D exemption must include a restrictive legend on the certificate stating that the shares have not been registered under the Securities Act of 1933 and cannot be resold without registration or an applicable exemption. Failure to include this legend may void the exemption.

What Should a Stock Certificate Include?

Corporation Name and State

The full legal name of the corporation as registered with the state, the state of incorporation, and the date of incorporation. This identifies the issuing entity and allows verification against public records.

Certificate Number and Share Details

A unique certificate number for tracking purposes, the number of shares represented, the class of stock (common or preferred), the par value per share (or a statement of no par value), and the CUSIP number if the shares are registered with the securities clearing system.

Shareholder Name and Date of Issue

The registered owner's full legal name exactly as it should appear in the corporation's stock ledger, along with the date the certificate is being issued. If jointly owned, both owners' names must appear.

Authorized Signatures

Stock certificates must be signed by at least two corporate officers, typically the president (or CEO) and the secretary (or treasurer). The issuance should be authorized through a board resolution. Under UCC Article 8, the signatures authenticate the certificate as a valid security.

Transfer Restrictions and Legends

If the shares are subject to transfer restrictions under a shareholder agreement, securities law exemption, or vesting schedule, the certificate must include a conspicuous restrictive legend noting these limitations. SEC Rule 144 restricted shares require specific legend language.

Corporate Seal

While not legally required in most states, many stock certificates include an impression of the corporate seal. The seal adds formality and is expected by transfer agents, banks, and investors accustomed to traditional corporate documentation.

Legal Details: Key Clauses in a Stock Certificate

Corporation
1.1

This certifies that shares of the capital stock of [____________] (the "Corporation"), a corporation organized and existing under the laws of the State of [_____________], have been duly issued and are fully paid and non-assessable as described herein. The Corporation is authorized to issue [____________] shares of [Common / Preferred] Stock, par value [$__________] per share.

Shareholder and Shares Issued
2.1

[____________] (the "Shareholder") is the registered holder of [____________] shares of [Common / Preferred] Stock of the Corporation (the "Shares"), represented by Certificate Number [______], issued on [____________].

Class and Series
3.1

The Shares are [Common Stock / Series A Preferred Stock / other: ____________]. The rights, preferences, and privileges of the Shares, including voting rights, dividend rights, and liquidation preferences, are as set forth in the Corporation's Articles of Incorporation and Bylaws. Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to a vote of shareholders.

Transfer Restrictions
4.1

The Shares represented by this certificate are subject to restrictions on transfer as set forth in the Corporation's Bylaws, any Shareholder Agreement, and applicable securities laws. No transfer shall be valid unless registered on the books of the Corporation, accompanied by a properly endorsed stock power, and in compliance with all applicable federal and state securities laws.

Securities Legend
5.1

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Additional Agreements
6.1

The Shares are subject to the terms of that certain [Shareholder Agreement / Buy-Sell Agreement] dated [____________], including rights of first refusal, tag-along and drag-along rights, and other transfer restrictions. A copy is on file at the Corporation's principal office.

Lost Certificates
7.1

If this certificate is lost, stolen, or destroyed, the Corporation may issue a replacement upon receipt of an affidavit of loss, an indemnity bond in a satisfactory amount, and such other evidence as the Board of Directors may require.

Officer Certification
8.1

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officers and its corporate seal to be affixed hereto on the date first written above.

Signature Requirements

E-Signature Valid

Stock certificates are signed by the corporation's president and secretary to authenticate the issuance. Electronic signatures are valid under the ESIGN Act and UETA. The Uniform Commercial Code also permits facsimile and electronic signatures on securities.

Related Business Formation Templates

A stock certificate is often used alongside other business formation documents. Depending on your situation, you may also need:

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Download Corporate Resolution

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Nonprofit Bylaws Template

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Free DBA Registration Form

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Download Stock Purchase Agreement

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Generate a custom stock certificate with AI instead

How to Fill Out a Stock Certificate

1

Enter Corporation Information

Fill in the corporation's legal name, state of incorporation, and incorporation date on the blank stock certificate form. Verify this information matches the articles of incorporation exactly.

2

Assign the Certificate Number

Assign a unique sequential certificate number starting from 001. Maintain a stock ledger (also called a stock transfer ledger) that tracks every certificate issued, transferred, and cancelled.

3

Enter Share Details

Specify the number of shares, the class (common, Class A preferred, etc.), and the par value. If the corporation has authorized multiple classes, ensure the certificate specifies the correct class and any associated rights or preferences.

4

Enter the Shareholder Name

Type the registered owner's full legal name. For individual owners, use the name exactly as it appears on government identification. For entity owners, use the full legal entity name.

5

Add Required Legends

If the shares are restricted, add the appropriate restrictive legend. For securities sold under Regulation D or other exemptions, include the standard SEC restricted legend. For shares subject to a shareholder agreement, reference the agreement and its transfer restrictions.

6

Sign and Seal

Have two authorized officers sign the certificate. Apply the corporate seal if the corporation uses one. Record the issuance in the stock ledger with the certificate number, shareholder name, number of shares, and date.

Free Template vs Custom Stock Certificate

FeatureFree TemplateCustom (AI or Attorney)
Basic printable stock certificate template layout
Multiple share class support-
SEC restrictive legend languageReg D, Rule 144-
Transfer restriction provisions-
Attorney review and customization-
Free stock certificate template download (PDF/Word)
Stock ledger tracking template-

Key Facts About Stock Certificate Documents

DGCL Section 158 allows corporations to issue certificated or uncertificated shares.

Stock certificates serve as physical evidence of share ownership.

SEC Rule 144 governs restricted stock transfer requirements.

UCC Article 8 governs the transfer and registration of investment securities.

Restrictive legends on certificates notify buyers of transfer limitations.

Key Legal Terms in a Stock Certificate

stock certificateDGCL Section 158UCC Article 8certificated sharesuncertificated sharesbook-entry sharespar valueno-par stockCUSIP numbertransfer agentrestrictive legendSEC Rule 144

When a Free Template Is Not Enough

Free templates cover standard situations, but a professionally drafted stock certificate accounts for state-specific requirements, unusual circumstances, and enforceability considerations that generic forms miss. If your situation involves significant assets, complex terms, or potential disputes, request an attorney-drafted stock certificate with a custom quote based on your situation.

Stock Certificate Template FAQ

What is a stock certificate?
A stock certificate is a physical document that serves as legal proof of ownership of a specific number of shares in a corporation. Also known as a corporate share certificate, it identifies the corporation, the shareholder, the number and class of shares, the par value, and bears the signatures of authorized corporate officers. Under UCC Article 8, a stock certificate is a negotiable security that can be transferred by endorsement and delivery. While many modern corporations use uncertificated (book-entry) shares, stock certificates remain common for closely held corporations, startup equity grants, and situations where physical proof of ownership is preferred.
Are stock certificates still used?
Yes, stock certificates are still used, though their prevalence has declined significantly. Most publicly traded companies have moved to uncertificated book-entry shares maintained electronically by transfer agents like Computershare. However, closely held private corporations, startups issuing founder shares, and companies granting restricted stock frequently still issue physical certificates using a printable stock certificate template. Some states and certain shareholder agreements require certificated shares. The certificate provides a tangible record of ownership that some business owners and investors prefer over electronic records.
What information must be on a stock certificate?
A valid stock certificate must include the corporation's name and state of incorporation, a unique certificate number, the shareholder's name, the number of shares represented, the class of stock, the par value (or no-par designation), the date of issuance, and signatures of at least two authorized officers. If the shares are restricted, a conspicuous restrictive legend must appear on the certificate. Many certificates also include the total authorized shares, the corporate seal, and a CUSIP number if applicable.
How do I issue stock certificates?
To issue stock certificates, first verify that the board of directors has authorized the issuance through a corporate resolution template. Confirm the total shares to be issued do not exceed the authorized shares in the articles of incorporation. Complete the certificate with the shareholder's name, number of shares, class, par value, and certificate number. Have two officers sign the certificate. Record the issuance in the stock ledger. Deliver the certificate to the shareholder and collect payment (or other consideration) as specified in the stock purchase agreement. Retain a copy or stub in the corporate records.
What is the difference between certificated and uncertificated shares?
Certificated shares are represented by a physical stock certificate document that the shareholder possesses. Uncertificated shares (also called book-entry shares) exist only as electronic records maintained by the corporation or its transfer agent, with no physical certificate issued. Both forms are legally valid under UCC Article 8. Certificated shares can be transferred by endorsing and delivering the physical certificate, while uncertificated shares are transferred through electronic instructions to the transfer agent. Uncertificated shares are simpler to manage but lack the tangible proof of ownership that some shareholders prefer.
Do I need stock certificates for my <strong>LLC</strong>?
No, LLCs do not issue stock certificates because LLCs have members with membership interests, not shareholders with stock. Membership interests in an LLC are documented in the Llc operating agreement tool, which specifies each member's ownership percentage, capital contributions, and profit/loss allocation. Some LLCs issue membership interest certificates as a courtesy to document ownership, but these are not stock certificates and are not governed by the same rules. If you want to issue stock, you need to form a corporation rather than an LLC.
How do you transfer stock certificates?
To transfer certificated shares, the current shareholder endorses the back of the stock certificate (or executes a separate stock power form), surrenders the endorsed certificate to the corporation, and the corporation cancels the old certificate and issues a new one to the transferee. The transfer must be recorded in the stock ledger. If the shares bear a restrictive legend, the corporation must verify that the transfer complies with the applicable restrictions before issuing the new certificate. For shares subject to securities laws, an opinion letter from counsel may be required.
What is a CUSIP number?
A CUSIP (Committee on Uniform Securities Identification Procedures) number is a unique nine-character alphanumeric identifier assigned to securities traded in the United States and Canada. CUSIP numbers are assigned by CUSIP Global Services, operated by S&P Global Market Intelligence. Publicly traded stocks, bonds, and mutual funds all have CUSIP numbers. Privately held corporations generally do not have CUSIP numbers unless they have registered securities or participated in certain financial transactions. The CUSIP number appears on the stock certificate to facilitate clearing, settlement, and electronic tracking of the security.

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