Delaware § 158 Stock certificates; uncertificated shares

Delaware Statutes

§ 158 — Stock certificates; uncertificated shares

Delaware § 158

Title8

Ch. 1GENERAL CORPORATION LAW

Subch.Stock and Dividends

This text of Delaware § 158 (Stock certificates; uncertificated shares) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 8, § 158 (2026).

Text

The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any 2 authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature ha

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The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any 2 authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. A corporation shall not have power to issue a certificate in bearer form.

Legislative History

8 Del. C. 1953, § 158; 56 Del. Laws, c. 50 ; 56 Del. Laws, c. 186, § 8 ; 58 Del. Laws, c. 235, § 2 ; 64 Del. Laws, c. 112, § 13 ; 71 Del. Laws, c. 339, § 19 ; 73 Del. Laws, c. 298, § 3 ; 75 Del. Laws, c. 30, § 2 ; 80 Del. Laws, c. 265, § 6