{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-647.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-647.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-647.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-647.html"}],"law_id":73099,"edition_id":1,"section_id":73099,"structure_id":14429,"section_number":"13.1-647","catch_line":"Form and content of certificates evidencing shares","history":"Code 1950, \u00a7 13.1-20; 1956, c. 428; 1958, c. 564; 1972, c. 580; 1984, c. 613; 1985, c. 522; 1986, c. 623; 1990, c. 227; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nShares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.B\n\nAt a minimum each share certificate shall state on its face:1\n\nThe name of the corporation and that it is organized under the law of the Commonwealth;2\n\nThe name of the person to whom issued; and3\n\nThe number and class of shares and the designation of the series, if any, the certificate represents.C\n\nIf the corporation is authorized to issue different classes of shares or series of shares within a class, (i) the designations, rights, preferences, and limitations applicable to each class and series; (ii) any variations in rights, preferences, and limitations among the holders of the same class or series; and (iii) the authority of the board of directors to determine variations for future series shall be summarized on the front or back of each certificate for shares of such class or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.D\n\nEach share certificate shall be signed by two officers, who may be the same individual, designated in the bylaws or by the board of directors. Unless otherwise provided in the articles of incorporation or bylaws, any or all of the signatures on the certificate may be facsimile.E\n\nIf the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.","order_by":null,"text":{"0":{"id":263226,"text":"Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":263227,"text":"At a minimum each share certificate shall state on its face:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":263228,"text":"The name of the corporation and that it is organized under the law of the Commonwealth;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":263229,"text":"The name of the person to whom issued; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":263230,"text":"The number and class of shares and the designation of the series, if any, the certificate represents.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":263231,"text":"If the corporation is authorized to issue different classes of shares or series of shares within a class, (i) the designations, rights, preferences, and limitations applicable to each class and series; (ii) any variations in rights, preferences, and limitations among the holders of the same class or series; and (iii) the authority of the board of directors to determine variations for future series shall be summarized on the front or back of each certificate for shares of such class or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":263232,"text":"Each share certificate shall be signed by two officers, who may be the same individual, designated in the bylaws or by the board of directors. Unless otherwise provided in the articles of incorporation or bylaws, any or all of the signatures on the certificate may be facsimile.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"7":{"id":263233,"text":"If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":14429,"edition_id":1,"name":"Shares and Distributions","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:48:07","date_modified":"2026-06-26 03:48:07","permalink":{"id":150975,"object_type":"structure","relational_id":14429,"identifier":"7","token":"13.1\/9\/7","url":"\/13.1\/9\/7\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":61821,"structure_id":14429,"section_number":"13.1-638","catch_line":"Authorized shares","url":"\/13.1-638\/","token":"13.1\/9\/7\/13.1-638","metadata":false},{"id":77802,"structure_id":14429,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","url":"\/13.1-639\/","token":"13.1\/9\/7\/13.1-639","metadata":false},{"id":68083,"structure_id":14429,"section_number":"13.1-640","catch_line":"Issued and outstanding shares","url":"\/13.1-640\/","token":"13.1\/9\/7\/13.1-640","metadata":false},{"id":77913,"structure_id":14429,"section_number":"13.1-641","catch_line":"Fractional shares","url":"\/13.1-641\/","token":"13.1\/9\/7\/13.1-641","metadata":false},{"id":67292,"structure_id":14429,"section_number":"13.1-642","catch_line":"Subscription for shares before incorporation","url":"\/13.1-642\/","token":"13.1\/9\/7\/13.1-642","metadata":false},{"id":71847,"structure_id":14429,"section_number":"13.1-643","catch_line":"Issuance of shares","url":"\/13.1-643\/","token":"13.1\/9\/7\/13.1-643","metadata":false},{"id":55791,"structure_id":14429,"section_number":"13.1-644","catch_line":"Liability of shareholders and others","url":"\/13.1-644\/","token":"13.1\/9\/7\/13.1-644","metadata":false},{"id":70669,"structure_id":14429,"section_number":"13.1-645","catch_line":"Share dividends","url":"\/13.1-645\/","token":"13.1\/9\/7\/13.1-645","metadata":false},{"id":56676,"structure_id":14429,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","url":"\/13.1-646\/","token":"13.1\/9\/7\/13.1-646","metadata":false},{"id":73099,"structure_id":14429,"section_number":"13.1-647","catch_line":"Form and content of certificates evidencing shares","url":"\/13.1-647\/","token":"13.1\/9\/7\/13.1-647","metadata":false},{"id":70031,"structure_id":14429,"section_number":"13.1-648","catch_line":"Shares without certificates","url":"\/13.1-648\/","token":"13.1\/9\/7\/13.1-648","metadata":false},{"id":82414,"structure_id":14429,"section_number":"13.1-649","catch_line":"Restriction on transfer of shares and other securities","url":"\/13.1-649\/","token":"13.1\/9\/7\/13.1-649","metadata":false},{"id":63259,"structure_id":14429,"section_number":"13.1-650","catch_line":"Expense of issue","url":"\/13.1-650\/","token":"13.1\/9\/7\/13.1-650","metadata":false},{"id":70896,"structure_id":14429,"section_number":"13.1-651","catch_line":"Shareholders' preemptive rights","url":"\/13.1-651\/","token":"13.1\/9\/7\/13.1-651","metadata":false},{"id":64739,"structure_id":14429,"section_number":"13.1-652","catch_line":"Corporation's acquisition of its own shares","url":"\/13.1-652\/","token":"13.1\/9\/7\/13.1-652","metadata":false},{"id":80786,"structure_id":14429,"section_number":"13.1-653","catch_line":"Distributions to shareholders","url":"\/13.1-653\/","token":"13.1\/9\/7\/13.1-653","metadata":false}],"previous_section":{"id":56676,"structure_id":14429,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","url":"\/13.1-646\/","token":"13.1\/9\/7\/13.1-646","metadata":false},"next_section":{"id":70031,"structure_id":14429,"section_number":"13.1-648","catch_line":"Shares without certificates","url":"\/13.1-648\/","token":"13.1\/9\/7\/13.1-648","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-647\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1958, chapter 564; in 1972, chapter 580; in 1984, chapter 613; in 1985, chapter 522; in 1986, chapter 623; in 1990, chapter 227; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":70031,"section_number":"13.1-648","catch_line":"Shares without certificates","order_by":null,"url":"\/13.1-648\/"},{"id":86810,"section_number":"13.1-671.1","catch_line":"Shareholder agreements","order_by":null,"url":"\/13.1-671.1\/"}],"refers_to":false,"permalink":{"id":151013,"object_type":"law","relational_id":73099,"identifier":"13.1-647","token":"13.1\/9\/7\/13.1-647","url":"\/13.1-647\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-647\/","token":"13.1\/9\/7\/13.1-647","dublin_core":{"Title":"Form and content of certificates evidencing shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-647","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Shares<\/span> may but need not be represented by certificates. Unless this chapter or another statute<\/span> expressly provides otherwise, the rights and obligations of shareholders<\/span> are identical regardless of whether their shares<\/span> are represented by certificates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> At a minimum each share certificate shall state<\/span> on its face: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span> and that it is organized under the law<\/span> of the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the person<\/span> to whom issued; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The number and class of shares<\/span> and the designation of the series, if any, the certificate represents. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the corporation<\/span> is authorized to issue<\/span> different classes of shares<\/span> or series of shares<\/span> within a class, (i) the designations, rights, preferences, and limitations applicable to each class and series; (ii) any variations in rights, preferences, and limitations among the holders of the same class or series; and (iii) the authority of the board of directors to determine variations for future series shall be summarized on the front or back of each certificate for shares<\/span> of such class or series. Alternatively, each certificate may state<\/span> conspicuously on its front or back that the corporation<\/span> will furnish the shareholder<\/span> this information on request in writing<\/span> and without charge. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Each share certificate shall be signed by two officers, who may be the same individual<\/span>, designated in the bylaws or by the board of directors. Unless otherwise provided in the articles of incorporation<\/span> or bylaws, any or all of the signatures<\/span> on the certificate may be facsimile. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If the person<\/span> who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORM AND CONTENT OF CERTIFICATES EVIDENCING SHARES (\u00a7 13.1-647)\n\nA. Shares may but need not be represented by certificates. Unless this chapter\nor another statute expressly provides otherwise, the rights and obligations of\nshareholders are identical regardless of whether their shares are represented by\ncertificates.\n\nB. At a minimum each share certificate shall state on its face:\n\n 1. The name of the corporation and that it is organized under the law of the\n Commonwealth;\n\n 2. The name of the person to whom issued; and\n\n 3. The number and class of shares and the designation of the series, if any,\n the certificate represents.\n\nC. If the corporation is authorized to issue different classes of shares or\nseries of shares within a class, (i) the designations, rights, preferences, and\nlimitations applicable to each class and series; (ii) any variations in rights,\npreferences, and limitations among the holders of the same class or series; and\n(iii) the authority of the board of directors to determine variations for future\nseries shall be summarized on the front or back of each certificate for shares\nof such class or series. Alternatively, each certificate may state conspicuously\non its front or back that the corporation will furnish the shareholder this\ninformation on request in writing and without charge.\n\nD. Each share certificate shall be signed by two officers, who may be the same\nindividual, designated in the bylaws or by the board of directors. Unless\notherwise provided in the articles of incorporation or bylaws, any or all of the\nsignatures on the certificate may be facsimile.\n\nE. If the person who signed a share certificate no longer holds office when the\ncertificate is issued, the certificate is nevertheless valid.\n\nHISTORY: Code 1950, \u00a7 13.1-20; 1956, c. 428; 1958, c. 564; 1972, c. 580; 1984,\nc. 613; 1985, c. 522; 1986, c. 623; 1990, c. 227; 2005, c. 765; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}