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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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.
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"Jane was great! Concise, efficient and on point with all the issues in our domestic partnership agreement. She understands the law and complexities of contracts and relationships. She was a tremendous help. I would definitely consult with her again!"
Michael O.
A corporate and commercial litigation attorney with transactional and civil litigation experience including corporate and finance transactions, mergers and acquisitions, real estate, commercial contracts, bankruptcy, restructuring, international business transactions, general counsel services, real estate litigation, partnership, joint venture and contract disputes. Additional background skills and experience include investment banking, financial analysis, and management consulting. Sectors covered include technology, media, healthcare, franchises, small to medium enterprises, investment funds, and international business.
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Daliah S.
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Alen A.
Alen Aydinian is a seasoned real estate attorney with a wealth of experience in handling transactional matters, real estate transactions, and lease agreements. As a licensed real estate broker, Alen Aydinian brings a unique perspective to the table, allowing clients to benefit from both legal expertise and practical industry knowledge. He is a trusted advisor in the realm of real estate transactions and lease agreements. Whether representing buyers, sellers, landlords, or tenants, Alen Aydinian is committed to providing strategic counsel and dedicated advocacy every step of the way. Clients rely on him for sound legal guidance, proactive problem-solving, and unwavering support throughout the transaction process.
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Alex M.
Mr. Mehdipour attended the University of California San Diego where he received his degree in political science. After graduating from UCSD, Mr. Mehdipour attended Southwestern University School of Law where he received his JD. Upon passing the bar, Mr. Mehdipour gained invaluable experience both in a law firm and business setting. Mr. Mehdipour uses his prior business and legal experiences to negotiate the most advantageous results for his clients.
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Nicholas A.
I help small business owners build and protect their dreams. I always thought that I would just be a litigator. Then I joined an intellectual property clinic in law school. We were helping nonprofits and small businesses reach their goals. I fell in love with the work and decided to open my own firm so I could keep helping them. When I decided to start Victrix Legal, I decided that it would be a modern law firm designed to serve professionals. It would be different from every other law firm. In my experience, my law firms are designed to promote inefficiency and reactionary lawyering. Because in most firms, you make more money when you spend more time on a project. And you lose money if your client doesn't get sued. In my opinion, that's a built-in conflict of interest. My firm is different. I use flat fees for most basic projects to keep costs predictable for you and incentivize efficiency. I offer long-term advisory plans and legal audits to prevent issues from happening. I want my clients to see me as their business partner, not just the guy they call when they are in trouble. If any of that interests you, please reach out to me. I offer free consultations. Let's set aside some time and talk about what your legal needs are.
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