Here’s a practitioner-style guide to the Procedure for Issuing Stock Certificates in Corporations (Philippine context). It’s written for privately held and listed Philippine corporations and draws on the Revised Corporation Code of the Philippines (RCC, R.A. 11232), long-standing SEC practice, and common by-laws. It is not legal advice.

1) Core concepts (what a certificate is—and isn’t)

Shares vs. certificates. A share is an intangible property right; a stock certificate is documentary evidence of that right. Title vis-à-vis the corporation turns on recording in the Stock & Transfer Book (STB); the paper (or electronic) certificate is secondary evidence.
When certificates are allowed. Philippine corporations may issue either certificated or, where permitted (e.g., listed companies using a depository/transfer agent), uncertificated/scripless shares. The procedure below covers both, noting differences.
“No certificate until fully paid.” As a rule, a stock certificate is issued only after the shares it evidences are fully paid. Subscribers may acquire rights before full payment, but the paper certificate waits until the consideration is complete (and any issuance conditions are met).
Treasury vs. original issue. Shares may come from (a) unissued authorized capital (original issue) or (b) treasury shares (previously issued and reacquired). Governance and pre-emptive-rights treatment differ (see §3–§4).

2) Pre-issuance compliance checklist

Before you issue any shares or certificates, confirm:

Authorized Capital Stock (ACS) headroom. Unissued shares of the relevant class/series must remain within the Articles of Incorporation (AOI). If not, complete an increase of capital (board + stockholders’ supermajority approval and SEC filing) first.
Power and terms. AOI/by-laws allow the class/series, par/non-par status, dividend and voting features, redemption/convertibility, etc.
Board authority. A board resolution must approve the issuance (number, class/series, price, consideration, conditions, timetable) and designate issuing officers.
Pre-emptive rights. Unless validly denied in the AOI (or an exception applies), existing stockholders must be offered their pro-rata opportunity to subscribe to new issuances (see §4).
Valid consideration. Cash, property, or services actually received (or other lawful consideration under the RCC). Par-value shares cannot be issued for less than par; directors and consenting shareholders may be liable for watered stock.
Securities-law angle. If you are offering beyond a tight private placement (or are listed), consider Securities Regulation Code registration or an available exemption.
Beneficial ownership & nationality. Gather KYC/beneficial owner data and nationality info (needed for the STB and for any foreign-ownership caps applicable to your business).
Tax. Documentary Stamp Tax (DST) applies on original issues (and again on transfers). Set up eDST filing and official receipts.
Transfer agent. Listed firms must use a SEC-licensed stock transfer agent (STA). Non-listed may have the corporate secretary keep the STB.

3) Approvals matrix (what needs whose approval)

Scenario	Board approval	Stockholders’ approval	SEC interaction
Original issue from ACS (cash or property/services)	Yes (terms, price, consideration)	Not usually (unless AOI/by-laws require; still observe pre-emptive rights)	No SEC filing for a mere corporate issuance; securities registration/exemption analysis may apply
Reissuance of treasury shares	Yes (reasonable price/terms)	No (pre-emptive rights typically do not apply to treasury shares unless AOI says otherwise)	Same securities-law analysis as above
Stock dividends	Yes	Yes—at least 2/3 of outstanding capital stock	No corporate-structure filing; observe securities-law and tax rules
Increase of capital (to create headroom)	Yes	Yes—at least 2/3; amend AOI	SEC filing and approval
Creation of new class/series	Yes	Yes—at least 2/3; AOI amendment	SEC filing and approval
Employee/ESOP grants	Yes (implementing rules & grants)	Usually Yes to adopt plan / reserve shares	Possible SEC/ESOP filings for listed companies

4) Pre-emptive rights (and common exceptions)

Default rule. Stockholders have the right to maintain their percentage by subscribing to newly issued shares for cash, unless the AOI validly denies or limits the right.
Typical non-coverage / exceptions in practice.
- Treasury shares (pre-emptive rights generally don’t extend, unless AOI says otherwise).
- Shares issued for property or in exchange for assets needed in corporate business (when so provided).
- Employee stock plans (when the AOI/by-laws or a stockholders’ resolution so provide).
Process. Serve written notice (class, number, price, payment window). Use a reasonable subscription period. Unsubscribed balances after the window may be sold to others under the board’s terms.

5) Step-by-step procedure (cash subscription; certificated shares)

A. Authorization & offer

Board resolution authorizes the issuance (attach a pricing memo; address pre-emptive rights).
Pre-emptive offer (if applicable): send notices; track acceptances.
Subscription agreements (for each subscriber): number/class/series, price, payment schedule, representations (KYC, beneficial owner, nationality), legends/restrictions (if any).

B. Payment & closing 4) Receive consideration (cash deposited to corporate account; or property/services with board valuation documentation). 5) Tax & receipts: issue official receipts; prepare eDST on original issue. 6) Record ownership: enter the subscription/issuance in the STB (see §8). 7) Certificate preparation: once fully paid, prepare pre-numbered certificates (see §6); have them signed and (if adopted) sealed. 8) Delivery & acknowledgment: deliver the certificate against a signed acknowledgment; keep the stub/counterfoil; update the certificate register.

C. Post-closing corporate housekeeping 9) Update cap table and beneficial ownership schedules. 10) GIS update: reflect changes in the annual General Information Sheet to the SEC. 11) Safekeeping: store blank certificates securely; keep access logs.

6) What a Philippine stock certificate must/should contain

Mandatory & standard elements

Corporation name, SEC Registration No., and (if used) corporate seal
Certificate number (unique, pre-numbered); shareholder name; address (often with nationality/TIN on the stub/STB)
Number of shares, class/series, and par value (or that they are no-par shares)
Distinctive legends, if any: transfer restrictions, foreign-ownership caps, escrow/lock-up, unpaid calls (if a temporary receipt), or classified-share special rights
Signatures of at least two officers (typically the President and the Corporate Secretary)
Date of issuance and a statement that the shares are fully paid (and, if applicable, non-assessable)

Best-practice legends (use when applicable)

“Subject to restrictions on transfer set out in the By-Laws/Shareholders’ Agreement; copies available at the principal office.”
“Foreign ownership in this corporation/industry is limited by law; nationality is recorded in the STB.”
For preferred/redeemable shares: dividend rate, ranking, redemption/conversion terms, and whether voting/non-voting.

7) Uncertificated (scripless) issuance

Common for listed corporations (via a depository like PDTC) or where by-laws/SEC rules permit uncertificated shares.
The STB (or transfer agent’s book) remains the definitive record. Instead of paper certificates, the shareholder receives account statements or depository confirmations.
Corporate approvals, pricing, tax, and pre-emptive processes remain the same as with certificated shares.

8) Stock & Transfer Book (STB): the controlling record

Maintain the STB at the principal office (or with a licensed transfer agent). Each entry should capture:

Certificate No., Date, Registered owner (with nationality), Address
No. of shares, Class/series, Par/no-par
From/To (for transfers), Consideration type (cash, property, services), and Remarks (e.g., lock-up, escrow, lien)
Cancellations: when a certificate is surrendered/voided, note the cancellation date, reason, and replacement certificate numbers.

Tip: The STB—not the certificate—controls internal recognition of shareholders. Ensure every issued certificate matches an STB entry (and vice-versa).

9) Variations on the basic flow

A. Issuing for non-cash consideration (property/services)

Obtain board valuation (and supporting appraisal/agreements).
Record the nature and fair value in minutes and STB.
Ensure the issued price meets par/no-par rules and avoid “watered” shares.

B. Reissuing treasury shares

Board sets a reasonable price (need not equal par if lawfully held as treasury); document the pricing basis.
Pre-emptive rights generally do not apply (unless AOI says otherwise).

C. Stock dividends

Require board approval and ≥2/3 stockholder approval; must come from unrestricted retained earnings.
Update STB and issue new certificates (or scripless credits) to stockholders of record as of the record date; no cash consideration.

D. Employee stock options / RSUs

Stockholders approve the plan/reserve; the board administers grants.
On exercise/vesting, follow the same STB/certificate/tax steps as a cash issuance; add securities-law and tax analysis for incentives.

E. Conversions/warrants/mergers

Confirm authorized but unissued headroom for the conversion; document conversion notices and board acceptance; update STB/certificates accordingly.

10) Delivery, replacement, and protective mechanics

Delivery: Hand to the registered owner or authorized agent against receipt; never deliver without complete STB entry.
Lost/mutilated certificates: Require (i) affidavit of loss (or surrender if mutilated), (ii) indemnity bond and/or publication/notice under by-laws/transfer-agent rules, then (iii) board/secretary approval and issuance of a replacement marked “Duplicate”, cancelling the lost one in the STB.
Holds/escrows/lock-ups: Note conspicuously in both the certificate (or account statement) and the STB.
Pledges/liens: Record in STB if you want the corporation to recognize encumbrances; legends helpful.

11) Taxes, fees, and filings (at a glance)

DST (Original Issue): Pay and e-stamp upon issuance (original issuance of shares triggers DST).
DST (Transfers): Separate DST on sales/assignments later.
Withholding/VAT: May arise for services consideration.
GIS: Reflect updated shareholders and paid-in capital in the annual SEC General Information Sheet.
Securities registration/exemptions: Analyze if the offer/issuance needs registration, fits an exempt transaction, or relies on an exempt security. Listed companies follow PSE/SEC rules for placements, follow-ons, SROs, etc.

12) Common pitfalls (and how to avoid them)

Issuing certificates before full payment. Use temporary receipts for partial payments; issue certificates only when fully paid.
Forgetting pre-emptive rights. If not denied by AOI (or an exception doesn’t apply), offer first to existing holders.
Mismatch between certificate and STB. The STB must always reconcile; auditors and the SEC will check.
Missing legends. If transfer restrictions or foreign-ownership caps apply, print legends and note in the STB—or the restriction may not bind third parties.
Sloppy treasury reissuance pricing. Keep a pricing memo and board approval; “reasonable price” is a fiduciary duty issue.
Ignoring beneficial ownership. Collect, update, and be ready to disclose per SEC requirements.

13) Templates (you can copy-paste and adapt)

A. Board Resolution – Authorizing Share Issuance (cash, certificated)

RESOLVED, that the Corporation issue [●] common shares with a par value of ₱[●] per share (the “Shares”) at an issuance price of ₱[●] per share, for an aggregate consideration of ₱[●], to the persons and in the amounts set out in Annex A; RESOLVED, that the issuance price is fair and in the best interests of the Corporation; RESOLVED, that pre-emptive rights have been [complied with / are inapplicable / validly denied by the AOI]; RESOLVED, that upon full payment for each allotment, the Corporate Secretary shall record the issuance in the Stock & Transfer Book and deliver pre-numbered stock certificates, duly signed, to each subscriber; RESOLVED, that [Name/Title] is authorized to receive payments, issue official receipts, handle DST filings, and do all acts necessary to implement this resolution.

B. Stock Certificate (key face text)

[CORPORATION NAME] STOCK CERTIFICATE No. [●] This certifies that [SHAREHOLDER NAME], of [Address], is the registered owner of [●] [Class/Series] shares [par value ₱● per share / no-par] of [CORPORATION NAME], fully paid and non-assessable, 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. In Witness Whereof, the Corporation has caused this Certificate to be signed by its duly authorized officers and its corporate seal affixed this [date]. [President’s signature] | [Corporate Secretary’s signature] [Insert required legends, if any]

C. STB Entry (sample fields)

Cert. No.: C-0123 | Date: 2025-03-15 | Owner: Juan Dela Cruz (Filipino)
Class/Series: Common | Par: ₱1.00 | Shares: 50,000 | Issue: Original
Consideration: Cash | Remarks: Fully paid; no restrictions

Quick, role-based cheat sheets

For founders/corporate secretaries

Don’t print a certificate until funds clear and the STB is updated.
Keep blank certificates under dual-control.
Build a cap table that ties to your STB and GIS.

For directors

Approve a clear pricing memo (avoid watered stock).
Check pre-emptive compliance or a valid denial in the AOI.

For finance

eDST the same week of issuance; issue ORs.
Maintain audit trails linking cash in, eDST, STB entries, and certificates.

If you want, I can tailor this into a one-page issuance checklist or draft your board resolutions/subscription agreement with your corporation’s specifics.