Stock Certificate for Virginia

Certificate Number: _____________                                                        0 Shares

_____________

A _____________ Corporation

This is to certify that is the owner of record of 0 shares of no par value in _____________ ("Company"), a _____________ corporation. This certificate and the shares it represents are transferable only on Company's books by the holder of this certificate in person, or by the holder's duly authorized agent, upon surrender of this certificate properly endorsed or assigned.

This certificate and the shares it represents are issued and will be held subject to state and federal law as well as any and all provisions contained in Company's Articles of Incorporation and Bylaws, incorporated herein by reference, and as may be amended from time to time, copies of which are on file at Company's principal office.

A statement of all of the rights, preferences, privileges, and restrictions granted to or imposed upon the respective classes and/or series of shares of Company stock and upon the holders thereof may be obtained by any stockholder upon request and without charge at Company's principal office.

IN WITNESS THEREOF, Company has caused this certificate to be signed by its duly authorized officers on _____________.

__________________________             __________________________
_____________, President             _____________, Secretary


SEE RESTRICTIVE LEGENDS ON FOLLOWING PAGE

Transfer Section

For value received, ______________________________________________ (sellers/transferors) hereby sell(s), assign(s), and transfer(s) to ______________________________________________ (buyers/recipients) a total of ______ (total #) shares of the stock represented by this certificate, and do(es) hereby irrevocably appoint and authorize the Secretary of _____________ as agent to transfer such stock on the corporate books. Restrictions on the transfer of such stock are stated below.

Dated this ____ day of ________________, ______.

__________________________
Witness

NOTICE: EACH SIGNATURE OF THE SELLER OR TRANSFEROR ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE, TRANSFER, OR PLEDGE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY SECRETARY AT THE COMPANY'S PRINCIPAL OFFICES. THE COMPANY WILL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH SUCH AGREEMENT.

Instructions for Your Stock Certificate



This stock certificate will help your company facilitate issuing stock to shareholders and may be used by shareholders as evidence of ownership. The following provides additional details on key information in your document.

Certificate Number and Share Number

The top of your certificate identifies the certificate number and number of shares being issued. If this is the first stock certificate being issued by the company, then the certificate number should start at 1 or 0001. However, if this is not the first certificate, then it should be the next number in sequence after the prior certificate issued by the company. The share number listed represents the total number of shares issued on the certificate.

Par Value

Not all stock has a par value. The par value of a corporation's stock is normally specified in the company's articles of incorporation (known in some states as the certificate of incorporation). If no par value is stated in that document, then your certificate should reflect this stating "no par value." Par value is the nominal value, or face value, of the stock and helps determine the value of the shares at a later date. Most corporations start out by issuing stock with nominal or little par value—for instance, $0.01 or $0.001 per share—and the worth of the shares will increase as the company grows.

Transfer Restrictions

Transfer of securities, such as stocks and bonds, is closely regulated by federal and state governments. Your certificate will identify these transfer restrictions, both in the main document and in restrictive legends at the end of the document, so that the shareholder understands the need to ensure conformity with all applicable laws and company agreements prior to selling or transferring the shares.

If you indicated that the company already has an agreement between the company and shareholders in effect restricting share transfers, then your certificate will specify such agreement. Common examples include bylaws, articles of incorporation, and shareholder agreements.

However, regardless if your company has any such restrictive agreements, your certificate will still include some general language requiring the shareholder to comply with any such agreements that may be in effect at the time the shareholder wishes to transfer the shares. This is meant to protect the company in the event it enacts restrictive agreements at a later time so that the shareholder cannot sell the shares without informing the company and claim no notice was ever received.

Transfer Section

This section should not be filled in until the shareholders receiving stock via the certificate wish to sell or otherwise transfer the shares to new owners. The paragraph should indicate the shareholders transferring their shares, the recipients of those shares, and the total number of shares being transferred. If there are multiple shareholders owning as tenants in common, then they should list the number of shares being transferred by each shareholder next to the applicable signature line.

Signatures

In addition to the shareholders transferring their shares, an officer of the corporation should sign as a witness to the transfer. This will help avoid any disputes that may occur down the road where the company may claim it never received notice of the transfer.

Restrictive Legends

The capitalized legends at the end of the certificate represent required notices to inform the shareholders that they must comply with the applicable laws and company agreements restricting the sale, transfer, or pledge of the shares.

Please note that the language you see here changes depending on your answers to the document questionnaire.
Business Business Formation

Stock Certificate

A stock certificate will help your company issue stock to shareholders and is used by shareholders as evidence of stock ownership.

Our step-by-step guidance will help you quickly create a stock certificate in compliance with applicable regulations and customized for your company. Easily include multiple shareholders, common or preferred stock, and required transfer restrictions.

Get started now to see how LegalNature can help your business stay compliant and effectively manage corporate formalities.

Show Less
user guide icon Help Guide

This guide provides an explanation of the key terms and considerations when creating a stock certificate. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

Read the Help Guide arrow
checklist icon Checklist

Review the basic steps you will need to follow before and after completing a stock certificate. This includes tips on gathering information, signing and witnessing your agreement, storing copies, and completing related documents.

Read the Checklist arrow

Why choose LegalNature?

No matter if you are a small business, a large corporation, or an independent landlord, we have you covered.

As seen on

Fulfill your legal needs

Sign up now and get instant access to our entire library of customizable legal documents.