§ 4-26-608 - Signed certificates representing shares.
4-26-608. Signed certificates representing shares.
(a) (1) The shares of a corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation and, if the corporation has adopted a seal, may be sealed with the seal of the corporation or a facsimile thereof.
(2) The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.
(3) In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be that officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
(b) Each certificate representing shares issued by a corporation which is authorized to issue shares of more than one (1) class shall set forth upon the face or back of the certificate, or shall state, that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences, and limitations of the shares of each class authorized to be issued; and if the corporation is authorized to issue any class of preferred shares in series, the designations, relative rights, preferences, and limitations of each such series so far as they have been fixed; and the authority of the board to designate and fix the relative rights, preferences, and limitations of other series.
(c) Each certificate representing shares shall state upon the face thereof:
(1) That the corporation is organized under the laws of this state;
(2) The name of the person to whom issued;
(3) The number and class of shares and the designation of the series, if any, which that certificate represents;
(4) The par value of each share represented by that certificate or a statement that the shares are without par value.
(d) No certificate shall be issued for any share until the consideration therefor, fixed as provided by law, has been fully paid.