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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Stock Certificate

The paper (or PDF) evidence of share ownership. One per founder, signed by the President and Secretary, retained in escrow for any unvested shares.

DOCX80 KB · 2 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use it at formation, alongside the Stock Purchase Agreement, to evidence each founder’s share ownership in the corporation. Stock certificates are signed by the President and the Secretary on behalf of the corporation. For shares subject to vesting (most founder stock), the certificate is held by the company in escrow until the shares vest; for fully-vested shares, the certificate is delivered to the holder. The restrictive legends on the back tie the share rights to the agreements that govern transfer and voting.

  • At formation, with each Stock Purchase Agreement. One certificate per founder, numbered C-1, C-2, C-3.
  • Whenever new shares are issued — to a co-founder joining late, an early employee receiving restricted stock, or any other equity recipient.
  • When recording a stock split, dividend, or recapitalization that produces new certificates in exchange for old ones.

Worked example

Scenario
A two-founder company gets through the formation paperwork — Certificate filed, bylaws adopted, Stock Purchase Agreements signed — but never prints or signs stock certificates. The cap table exists in the founders’ heads and in the SPAs, and that’s where it stays.
Outcome
At Series A diligence, investor counsel asks for copies of the founder stock certificates. There aren’t any. The cap table is “based on the SPAs” and the company’s stockholder records are incomplete. The fix is straightforward — print and sign certificates retroactively dated to the SPA date — but it raises a flag in diligence that suggests the company’s recordkeeping is lax. A signed certificate produced on day one would have closed the question.

Watch out for

  • Print front and back on a single sheet.The restrictive legends on the back must stay attached to the front. Print double-sided on one piece of paper, preferably watermarked. Loose pages get separated.
  • Two officer signatures required.The certificate must be signed by both the President and the Secretary. If one person holds both roles (common at formation), they sign in both capacities.
  • Escrow unvested shares; deliver vested ones.For shares subject to vesting (the typical founder case), the signed certificate is retained by the company in escrow per the Stock Purchase Agreement, alongside a Stock Power signed in blank. For fully-vested shares, the certificate is delivered to the holder and the company keeps a photocopy.
  • Update the stock ledger every time.Each issued certificate is recorded in the company’s stock ledger by number, holder, share count, and date. The ledger and the certificate inventory must agree — when a Series A investor reconciles them, they should match exactly.

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