Below is a practical, law-grounded guide to issuing stock certificates in Philippine corporations. It’s written for closely held/private corporations (the process for publicly listed companies differs because shares are immobilized and settled through a depository). This is general information under the Revised Corporation Code of the Philippines (RA 11232), the Securities Regulation Code, and tax rules—always confirm any company-specific requirements in your Articles, By-Laws, and board policies.

How to Issue Stock Certificates in Philippine Corporations

1) What a “stock certificate” is (and isn’t)

Share vs. certificate. A share is the ownership interest; a stock certificate is documentary evidence of that interest. Title to shares ultimately comes from the corporation’s Stock and Transfer Book (STB) entries—not from the paper alone.
Who issues and signs. Certificates are issued by the corporation, typically signed by the president (or a vice-president) and countersigned by the corporate secretary. Many corporations still stamp the corporate seal, though a physical seal is no longer indispensable if corporate policies allow otherwise.
Classes and details. The certificate must state the holder’s name, corporate name, date, certificate number, class/series of shares, number of shares, par value or “no-par”, and any legends/restrictions that must bind third parties.

2) Legal ground rules you must respect

Authorized but unissued shares only. You can issue only within the corporation’s authorized capital stock (ACS) and the unissued balance reflected in the Articles as amended.
Full-payment rule for certificates. As a rule, no stock certificate is issued until the subscription is fully paid (including any interest/charges on delinquency). Unpaid subscriptions can be recorded in the STB, but certificates are typically withheld until fully paid.
No issuance below par / watered stock. Par-value shares cannot be issued below par. Issuing “watered stock” exposes directors who consented (and the recipient) to liability for the deficiency.
Consideration. Shares may be issued for cash, property, or services actually received by the corporation (and for conversion of liabilities/notes, subject to proper approvals). Non-cash must be fairly valued and approved by the board; keep the valuation file.
Pre-emptive rights. If stockholders have pre-emptive rights (by default they do, except as limited by the Articles or by law), new issuances generally must first be offered to them pro rata, unless the issuance falls under recognized exceptions (e.g., to comply with laws or in exchange for property/mergers, or as otherwise limited by the Articles).
Nationality caps & control. Observe foreign ownership restrictions (e.g., the latest Foreign Investment Negative List, special laws, and Anti-Dummy Law). Keep a running computation before you issue.
Securities law compliance. An issuance is a “sale” of securities. Either register the offer with the SEC or ensure it is exempt (e.g., private placements, qualified buyers, intragroup). If you rely on an exemption, file any required notices with the SEC and keep your offering/qualification memo.
Taxes (DST). Original issues of shares are subject to Documentary Stamp Tax (DST). File the proper BIR form and pay on time; keep the stamped return and proof of payment in the share file. (Rates/forms and deadlines can change—verify current BIR rules.)
Data & AML expectations. Collect TINs and basic KYC info for subscribers. Some corporations also maintain beneficial ownership disclosures to aid regulatory filings.

3) Pre-issuance checklist (don’t skip this)

Capacity check. Confirm ACS, issued and outstanding shares, treasury shares (if any), and room to issue.
Board approvals. Board resolution authorizing the issuance, price, timing, class/series, and (for non-cash) valuation; also note any waiver/observance of pre-emptive rights.
Stockholder action (if needed). Obtain stockholder approval if your Articles/By-Laws or the nature of the transaction requires it.
Subscription paperwork. Signed Subscription Agreement (or Board minutes for employee grants/settlements). For property/services, get deeds, invoices, assignment instruments, appraisals.
Payment proof. Official receipt/bank proof for cash; transfer docs for property; service completion certifications for services.
Securities compliance file. Registration or your exempt transaction memo plus any notices to SEC.
Tax compliance file. BIR DST return and payment; compute, pay, and archive.
Legends/restrictions list. Collect all restrictions that must appear on the certificate (lock-ups, ROFR/ROFO, vesting, foreign ownership limits, lien for unpaid corporate debts, etc.).
STB readiness. Update your Stock and Transfer Book format and numbering, and prepare the stock certificate book (pre-numbered certificates with stubs).

4) The issuance workflow (step-by-step)

Record the subscription in the STB (as “subscribed” or “to be issued upon full payment,” as your practice allows).
Receive consideration (cash/property/services) and complete DST filing/payment for the original issue.
Board secretary’s certification. The corporate secretary prepares a Secretary’s Certificate attaching the board resolution and confirming compliance (pre-emptive rights handled, securities and tax compliance done, payment received/valued).
Prepare the certificate. Fill in: corp name, certificate number, stockholder name, address/nationality (if you track this), number/class of shares, par or no-par statement, date of issue, and legends.
Signatures. Have the certificate signed by the president (or VP) and countersigned by the corporate secretary. Affix the corporate seal if your policies require it.
Enter into the STB as “issued.” Record: certificate number; date; name and details of the stockholder; number/class of shares; consideration; references to approvals; and DST details (OR number/date, BIR form and amount).
Release to the stockholder. Deliver only to the registered owner or an authorized representative (keep acknowledgment receipts and ID copies).
Update corporate reports. Reflect the issuance in the next General Information Sheet (GIS) and any SEC/BIR filings that are triggered by the change in capital structure or ownership. Maintain a running cap table consistent with the STB.

5) What the certificate should say (minimum contents & standard legends)

Front page essentials

Corporate name and logo
“Stock Certificate No. ____”
Registered owner’s name (exactly as in STB)
Number and class/series of shares
Par value per share or “No-par value”
Date of issue
Signatures and (if used) seal

Back page / legend block (tailor to your deal)

Transfer mechanics: “Transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.”
Restriction notice(s) that must bind third parties:
- “The shares represented hereby are subject to a Right of First Refusal under the By-Laws/Shareholders’ Agreement dated ____. Any transfer in violation thereof is void.”
- “Ownership of these shares is subject to nationality caps under Philippine law.”
- “These shares are subject to lock-up/vesting until ____. The Corporation shall not register any transfer in violation of this restriction.”
- “The Corporation has a lien for unpaid amounts due from the stockholder as provided in the By-Laws.”
Replacement clause: Direction to see the By-Laws/company policy for lost/mutilated certificates.

Tip: If a restriction isn’t conspicuously noted on the certificate (or otherwise made known), it may not bind a good-faith purchaser. Put the legends on.

6) Special situations you’ll encounter

Partly paid subscriptions. You may record the subscription, but don’t issue a certificate until fully paid. If a call isn’t met, the shares can become delinquent and may be sold at delinquency sale following code/by-law procedure.
No-par shares. The issue price is fixed by the Articles/By-Laws or board (consistent with law). The amount received generally becomes stated capital. Keep a clear board paper trail on pricing.
Treasury shares. Re-issuance of treasury shares follows board-set terms (subject to pre-emptive limits, fair pricing, and the same compliance steps as an original issue, including DST on re-issuance).
Founders’/preferred shares. Observe voting, dividend, conversion, or redemption features exactly as stated in the Articles. Put feature-specific legends on the certificate.
Electronic or “scripless” certificates. Publicly listed issuers use a depository; for private corporations, you may adopt electronic certificates and an e-STB if your governance documents and SEC guidance allow it (use trustworthy e-signature controls and access logs).
Foreign subscribers. Confirm sectoral limits and secure any foreign investment filings that might be required (e.g., under the FIA or special laws). Keep apostilled or authenticated identity/authority docs where relevant.

7) Transfers, cancellations, and replacements (closely related)

Transfer of shares. Shares are personal property and may be transferred by indorsement and delivery of the certificate, but the transfer isn’t binding on the corporation until recorded in the STB. On transfer, collect the old certificate, cancel it, issue a new one, and pay applicable DST on transfer; consider income tax/capital gains reporting obligations of the seller.
Name changes / corrections. Require sufficient proof (e.g., marriage certificate, court order). Cancel and reissue; annotate the STB.
Lost/destroyed/mutilated certificates. Require an Affidavit of Loss and follow the notice/publication and waiting-period procedure set by law and your By-Laws; corporations often allow earlier replacement upon posting a bond. Cancel the lost certificate in the STB and issue a new one with a notation that it replaces the lost certificate.
Court/administrative orders. Observe levies, garnishments, or court orders affecting shares; annotate the STB and withhold issuance/transfer as required.

8) Records you must keep (and align!)

Stock and Transfer Book (STB). This is the master record of issuances, transfers, cancellations, liens, and restrictions. Keep it contemporaneous and error-free.
Certificate stubs & release log. Keep stubs/voided certificates and a log of every release.
Board/stockholder minutes & secretary’s certificates. These prove authority and pricing.
Securities and tax files. SEC registration/exemption papers and BIR DST returns.
Cap table & reconciliations. Reconcile the cap table to the STB after each transaction and at reporting cut-offs (e.g., before filing the GIS/AFS).

9) Practical templates (short, editable)

Board resolution (core points to cover):

Approval to issue ___ [class/series] shares at ₱___ per share (or board-approved price for no-par), for [cash/property/services].
Authorization of officers to accept subscriptions, receive consideration, file DST, and issue certificates.
Statement on pre-emptive rights (observed/waived/exception applies).
For non-cash: board finding that the consideration is fair and reasonable, and adoption of valuation report.

Certificate back-page assignment form (minimum):

For value received, I/we hereby sell, assign and transfer unto [Name, address] [No. of shares] shares represented by this Certificate, and do hereby irrevocably appoint [Name] as attorney to transfer the said shares on the books of the Corporation, with full power of substitution. Dated: ____ Signed: ____ (Registered Owner) TIN/ID: ____ Witness: ____

10) Common pitfalls (and how to avoid them)

Issuing before full payment. Wait for full payment (and DST) before releasing the certificate.
Forgetting legends. If a restriction must bind third parties, print it on the certificate.
Mismatched cap table and STB. Treat the STB as authoritative and reconcile frequently.
Nationality slippage. Even a small issuance can push you over a foreign ownership cap. Model the cap table pre- and post-issue.
Below-par issuances. Never issue par-value shares below par; keep a written pricing record for no-par stock.
Ignoring securities compliance. Private placements still need exemption analysis and, where required, SEC notices.
DST mistakes. Wrong basis, late filing, or missing proof. Tie each issuance to a DST voucher and file copy.

11) Quick FAQ

Q: Can we just email a PDF certificate? A: If your By-Laws and documented policies permit electronic certificates and you maintain a secure electronic STB, yes—provided you meet SEC and e-signature standards and your legends are preserved. Many private corporations still prefer paper plus an authoritative digital copy.

Q: Who may sign if the president is unavailable? A: The vice-president may sign if authorized; the corporate secretary should countersign. Check your By-Laws or a board delegation.

Q: Do we need to notarize stock certificates? A: No. Notarization isn’t required for validity; signatures and STB entry are what matter.

Q: When do we update the GIS? A: Reflect the post-issuance ownership in your next GIS (and any interim filing you are required to make). Keep your cap table and STB aligned.

Final notes

Use your Articles, By-Laws, board policies, STB, and certificate legends as a coherent system—they must tell the same story.
Laws, SEC circulars, and BIR rules (especially DST rates/forms and SEC notice requirements for exempt transactions) change periodically. Before you issue, confirm the latest requirements or consult Philippine corporate counsel or your corporate secretary service.

If you’d like, I can turn this into a fill-in-the-blank issuance pack (board resolution, subscription agreement, secretary’s certificate, and a stock certificate template) tailored to your corporation’s details.