Stock Certificate: Who Issues It and How to Get One
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Quick Facts — Stock Certificate Lawyers
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What is a Stock Certificate?
A stock certificate is a legal document that verifies an investor’s ownership of common stock shares, a type of security. A stock certificate is usually a physical paper record that identifies the investor as the owner of the shares and the number of shares owned. It also contains the issuer’s name, signature, and official company seal.
This web page also defines stock certificates.
How Do You Get a Stock Certificate?
It can be challenging to obtain a physical stock certificate directly from the company. An effort to eliminate waste means that most brokers don’t offer a physical stock certificate or charge high fees for one and rely solely on digital records. However, it is not impossible, so you will want to inquire with your stockbroker or the issuing company.
Electronic Format
Stock certificates typically feature an intricate design that may change over time to prevent replication, a corporate seal, and multiple signatures. They usually prove entitlement to dividend payments, with a payment receipt attached to the back. However, stock ownership is typically recorded electronically using a depositary securities system in modern times.
Uncertificated Shares
While some investors may request paper or electronic certificates on occasion, the vast majority accept or even prefer uncertificated shares. Access to equity management software has also made it easier for businesses to issue and administer uncertificated shares. When a corporation gives uncertificated shares, no paper or electronic certificate is delivered to the stockholder.
Instead, the issuer tracks share issuances and transfers in an electronic stock register. However, some industry practices state that an uncertified stock issuing corporation should provide investors access to a ledger for equity monitoring. A corporation can manually maintain its stock ledger using a simple shared spreadsheet. Corporations with many stockholders or a complex equity structure will need to find another solution.
5 Parts of a Stock Certificate
Most stock certificates come in electronic format, while some companies offer physical, embossed paper stock certificates. A stock certificate is a unique piece of paper that certifies your ownership of a company. Although they are considered an archaic method, some traders purchase the physical stock certificates as collector’s items.
Stock certificates include all of the information necessary to identify the stock and its owners, including:
Part 1. Certificate Number
A stock certificate’s face typically contains a series of numbers. The issuing company assigns each certificate a unique number for accounting and tracking purposes.
Part 2. CUSIP Number
A separate tracking number known as a Committee on Uniform Securities Identification Procedures (CUSIP) number is a unique identifier assigned to stocks and convertible debts, such as SAFE Notes and Convertible Notes, in the United States and Canada.
They contain nine alphanumeric characters and were first introduced in 1964 for greater oversight and accountability standards. If you are dealing in investment contracts, you should also note the CUSIP number to assure compliance.
Part 3. Share Count
The stock certificate should also indicate the number of shares purchased to reflect the stock’s value. Some certificates even list the share price at which the stock was purchased.
Part 4. Name and Issuance Date
A stock certificate lists a series of names, including the buyer and seller. In addition, the certificate should include your name, certifying that you are the stock’s owner. Finally, the certificate will be dated to reflect the date you acquired ownership of the shares.
Part 5. Signature and Company Seal
While some stock certificates are plain, others are highly decorative, with artwork representing their branding. The majority of certificates are signed by a company representative and the individual responsible for their registration. They may also include an authenticity seal.
Today, most businesses only issue stock certificates upon request. Still, you could request a copy directly from the company or through a lawyer. In addition, the company may have a transfer agent responsible for managing the company’s stocks as well. However, you should be able to obtain an electronic copy of your stock certificates in case you need to print them out for verification purposes.
Who Issues Stock Certificates?
Corporations no longer issue stock certificates. Instead, numerous companies encourage investors to surrender their stock certificates for newer forms. However, suppose you’re a business owner wanting to issue physical certificates. In that case, you can work with securities lawyers to create the documents you need while avoiding legal errors entirely.
Image via Pexels by Burak Kebapci
Is a Stock Certificate Worth Anything?
A stock certificate’s worth equals the number of ownership shares reflected by the current stock price, provided they haven’t been sold. You should avoid discarding physical stock certificates as they could also be physically worth something as a collector’s item, especially from well-known, nostalgic brands. A little research can assist you in determining the value of your old paper stock certificate, if any.
Here are eight steps that you can take to determine if your stock certificate is still worth something:
- Conduct a Preliminary Search. Determine if the issuing company still trades publicly on the stock mark. You can accomplish this by searching major financial websites. If the stock has been split over the years, the value listed may differ from your certificate.
- Get In Touch With the Transfer Agent. Contact the transfer agent for the stock certificate, the person who is responsible for maintaining records for stockholders. The agent should be identified on the certificate. You can then search for this individual or company online to learn more about the stock certificates.
- Contact the State. If the transfer agent does not exist, contact the state agency that handles incorporations in which the corporation was legally formed. You could also try researching the state in which the business is headquartered.
- Conduct an Exhaustive Search. If none of the preceding steps work, search the company’s history. A few excellent resources include Capital Changes, Moody’s Manual of Industrial and Miscellaneous Securities, and the U.S. Library of Congress. In addition, there are volumes of information available, which could take some time to review.
- Reach Out to Investor Relations. If a search of the new company’s history reveals that it merged with or was acquired by another company, contact its investor relations department. They could offer you the relevant information and details you need to determine your stock certificate’s value.
- Perform a CUSIP Number Search. If the previous steps yield no results, contact a startup lawyer to conduct a CUSIP number search on the stock printed on the back. This information associated with this number should tell you about the issuer.
- Hire a Securities Law Attorney. If the previous steps yield no results, use a securities law attorney to research your stock’s history. They can also offer you additional legal resources to get to the bottom of your stock’s value.
- Appraise the Stock Certificate’s Collectible Value. Determine the value of your certificate if it has lost its value as viable security. A stock’s value can be determined by who signed it, its historical significance, or the engraving. This value can be determined by contacting dealers, conducting library research, or online listings.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Stock Certificate Lawyers
Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
"Jason was outstanding! Professional and Proactive. I was very happy with the services he provided."
Jane C.
Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.
"Jane was fantastic. She caught real gaps and fixed everything quickly and accurately. Highly recommend!"
Michael S.
I began my career at "big law" firms, worked in-house for 14 years, and now have my own practice, providing big law quality at small firm rates. My practice focuses on strategic and commercial transactions, including M&A, preferred stock and common stock offerings, asset purchases and sales, joint ventures and strategic partnerships, stock option plans, master services agreements and SOWs, software development and license agreements, SaaS agreements, NDAs, employment and consulting agreements. I also manage corporate governance, advise boards and executives, and act as outside general counsel. I represent clients across the country and around the world.
"Completed most of the work with majority of the answers correct!"
Ryan D.
Ryan Duffy is a skilled attorney with extensive experience in business law and estate planning. He received his undergraduate degree in Business from Franklin & Marshall College and went on to graduate from Villanova University Charles Widger School of Law. Ryan has worked with numerous clients on matters ranging from business formation and contract drafting to estate planning and asset protection. He is dedicated to helping businesses of all sizes achieve their goals while minimizing legal risks. He also works closely with individuals and families to help them protect their assets and plan for the future. With his extensive knowledge and practical approach, Ryan can provide valuable legal guidance and support to clients in need of business law and estate planning services.
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Karen M.
Karen V. Mills is the founding member of the woman-owned boutique law firm Mills Law, LLC, based in Atlanta, Georgia, specializing in contracts, corporate transactional and business law.
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Andrew M.
Business Venture Law: Andrew Moore, Esq. focuses on solving modern business problems with common sense at affordable rates.
Sean F.
Mr. Foo represents clients on various employment matters, including wage and hour issues (i.e., overtime and minimum wage claims) as well as preparation of employment documents such as handbooks, employment contracts, and general workplace policies and procedures. Mr. Foo is admitted to practice in the U.S. Eleventh Circuit Court of Appeals, U.S. District Courts for the Middle and Southern Districts of Florida, and all state courts in Florida.
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