Delaware Statutory Stock Certificate & Transfer Ledger
Generate institutional-grade Delaware stock certificates with statutory Securities Act Rule 144 legends, and maintain your official corporate stock transfer ledger required under 8 Del. C. § 219 for minute books and investor audits.
Certificate Parameters (8 Del. C. § 158)
Apex Robotics Technologies, Inc.
A Corporation Organized Under the Laws of the State of Delaware
Par Value: $0.0001 per share
This Certifies That
is the registered holder of Five Million (5,000,000) fully paid and non-assessable shares of the Common Stock of Apex Robotics Technologies, Inc., transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.
THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER RULE 144 OR APPLICABLE EXEMPTIONS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT IN FAVOR OF THE CORPORATION AND/OR ITS STOCKHOLDERS, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION (PURSUANT TO 8 DEL. C. § 202).
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS AND FORFEITURE PROVISIONS PURSUANT TO A RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN THE HOLDER AND THE CORPORATION, TIMELY ELECTABLE UNDER INTERNAL REVENUE CODE § 83(b).
Does a Delaware corporation have to issue stock certificates?
No. Under 8 Del. C. § 158, shares are certificated unless the board provides by resolution that some or all classes are uncertificated. Many startups use uncertificated shares tracked in an electronic cap table, which § 224 allows.
For uncertificated shares, the corporation must send the holder a written notice with the information that would otherwise appear on the certificate (§ 151(f)).
What legends should a startup stock certificate have?
Founder and investor shares are usually “restricted securities” under the Securities Act, so certificates carry a legend saying the shares have not been registered and cannot be resold without registration or an exemption such as Rule 144.
Transfer restrictions in the bylaws or a stockholder agreement, such as a right of first refusal, must be noted conspicuously on the certificate (or in the notice for uncertificated shares) to bind holders who don’t otherwise know about them (8 Del. C. § 202(a)).
What is a stock ledger?
The stock ledger is the corporation’s official record of who owns which shares. Under 8 Del. C. § 219 it is the only evidence of who is entitled to inspect the stockholder list and to vote, so an out-of-date ledger can cause real problems in a financing or sale.
Record every issuance, transfer, repurchase, and cancellation with dates, share counts, and certificate numbers.