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Sooner or later, you will encounter
certificates that look like they were officially
issued, but lack one or more signatures. Many collectors ask whether such certificates
were issued or not.
How can you tell whether a certificate was truly issued? It is sometimes hard to know. We can, however, make some general
observations:
| Issued stock certificates generally show: |
- Impressed company seals
- Signatures of two company officers
- Name of owner
- Number of shares
- Issue date
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And then, depending on the historical period during which certificates
were issued:
| Issued stock certificates commonly show: |
- Signature of trust company clerk
- Date of trust company registration
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(For more discussion, see How can
you tell if a certificate was issued or not?)
Most certificates from the early- to mid-1870s show revenue stamps.
If the stamps were initialled or dated, you have a
fairly reliable indication of issuance. Revenue stamps only appeared
for a short period, so are not applicable to the vast majority
of certificates.
Twentieth century certificates
usually show signatures of trust company clerks.
This is a substantially reliable method of telling whether certificates
were issued.
The majority of officially-issued certificates were cancelled in
some manner (holes, cuts, rubber stamps, ink pens, etc). By itself, cancellation
does not prove certificate a certificate was issued.
In order to prevent fraud, many "remainders" (unissued certificates
left over from books of certificates) were also cancelled.
Many
stock certificates were pasted onto stubs when they were sold
and transferred. This allowed companies to know exactly how many
outstanding certificates were unaccounted for. If a certificate
otherwise looks issued, and is glued to a stub, you have nearly
reliable proof of issuance. Stubs may have been removed to
improve appearance, but you can usually see a remaining
glue stain.
Let's attempt to form some general rules:
- Certificates that one or two official signatures (treasurer
and/or president), trust company signature, impressed company
seal, owner name, dates, and numbers of shares were
almost certainly officially issued.
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There are exceptions to every rule.
To my knowledge, there are no 100% reliable rules.
Some company
somewhere broke every rule you can
imagine. Some certificates escaped cancellation. Some
never had corporate seals. Some were signed only by one officer.
And so forth.
Stock certificates were always intended to be sold and transferred
between owners. Theoretically, certificates should have
been cancelled when transferred. Thousands of officially issued and transferred certificates escaped cancellation. In such instances, you will
often be able to find signatures on the back. This gives us is
another fairly reliable rule:
- Certificates with signatures on the backs were almost
certainly officially
issued and transferred.
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What if certificates look issued (impressed seals,
and completely filled out), but lack one signature? A limited number of officially-issued
certificates show single problems. However, I do
not recall ever having seen certificates with two problems that
I felt were officially issued. Consequently, I suggest:
- Certificates
missing one or more signatures AND missing corporate seals were
probably not fully
issued.
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What would cause missing signatures? With over 25,000 railroad companies known so far, the possibilities
are staggering. Let's examine what could happen.
The vast majority of railroad companies did not last long. Therefore,
most stock sales were concentrated within the first few
months of most companies' existences. This means that most stock certificates were probably issued at
times when operating controls were the least stringent. I do not
have any proof, but I feel that most certificates missing signatures
tend to show low serial numbers.
I also suspect (again with no hard proof) that most
certificates with missing signatures correspond with periods
of high company stress. Periods of high stress could coincide with
bankruptcy and reorganization. Except for companies that were
sold or leased soon after incorporation, every company
went through periods of stress.
Times that would strain corporate controls probably correspond
with bank failures, financial panics, and stock runs. It was common
during the 19th century to have huge stock sell-offs driven by
rumor and innuendo, only to have those same companies gobbled up
by big stock operators such as Jay Gould, James Fisk, Daniel Drew,
and J.P. Morgan.
Stock runs often had nothing to do with the market or the companies
involved. The perception of financial
health was commonly controlled by large brokerages. Periods of
high turnover of securities were perfect times for signature
and issuance errors.
Let's not forget that many - maybe even most - stressful periods
might be as prosaic as snow storms, heat waves, broken water pipes,
fires, union strikes, the flu, missing the trolley, or the boss
having a bad day.
The process of issuing stock certificates. While examples almost certainly exist, I have never encountered missing
signatures on 20th century certificates.
Looking further back, I have never found a single reference that
precisely explained how certificates were issued in the 1800s.
By examining the handwriting, though, we
can see that several people, as many as four
or five, were often involved in issuing stock.
The majority of issued examples suggest that company presidents
signed many certificates
at once. A large number of partially-issued certificates suggest that
company presidents often signed stacks of certificates before any other details or signatures were added.
Treasurers' signatures may have come next. Again, numbers
of unissued remainders suggest that treasurers' signatures often
predated other details.
Handwriting similarities on many
certificates suggests that many treasurers filled in dates,
owner's names, and numbers of shares. However, this is no hard
and fast rule because a larger number of certificates show third
handwriting styles probably attributable to lower-salary clerks.
Third handwriting styles are normally more precise and easier
to read than treasurers' and presidents' signatures.
It appears that clerks or treasurers impressed corporate seals
next. Corporate seals were important and were applied by carefully-guarded company
tools. I suspect that treasurers made the seal impressions in most
small and medium sized companies.
By the 20th century, and especially by the late 1920s, stock sales
and transferrance became a hugely burdensome task for successful
companies. At about that time, it appears that stock issuance
began shifting to trust companies. Certificates requiring hand
signatures began disappearing and were replaced by certificates
with pre-printed facsimile signatures.
Once trust companies became involved, the number of ambiguously-issued
certificates dropped substantially. Because of this relationship, I suggest:
- If certificates lack trust company signatures
AND corporate seals, then they were probably
not fully issued.
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Were two signatures truly necessary? This is a hard question to answer. There were
over 25,000 railroad companies with over 25,000 different ways
of doing business. Small companies probably took a more trusting
approach to stock sales. With possibly fewer than 25 stockholders,
precise application of signatures on stock certificates on very small companies was unnecessary.
In a related manner, we need to remember that all but a miniscule
handful of American companies issued "registered" stock.
Company records of ownership always prevailed. Under the registration
system of stock ownership, company records were the ultimate protections against security
forgery.
What about missing signatures on bonds? The important of signatures on bonds are vastly modified for two reasons.
- Issued bonds involved large, sometimes huge, amounts of money.
- Most bonds issued prior to the 1890s were bearer bonds. Anyone
who owned bearer bonds could sell them, regardless of how they
acquired them.
For those reasons we see very, very
few examples of signatures missing from issued bonds. Yes, some
examples exist. However, it is my experience that:
- Bonds missing one or more signatures usually lack corporate
seals. Hence, they were almost certainly NOT fully issued.
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In conclusion... I want to stress that we can NEVER
know the reason why certificates are missing signatures. But,
- If
certificates lack one or more signatures, and there are other
curiosities, then they were probably not
fully issued.
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(Last updated June 19, 2011) |
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