351.295. Stock certificate, form, contents, authorized signatures.
Stock certificate, form, contents, authorized signatures.
351.295. 1. The shares of a corporation shall be represented bycertificates, provided that the articles of incorporation or bylaws, or aresolution or resolutions of the board of directors of the corporation, mayprovide that some or all of any or all classes or series of its stock shallbe uncertificated shares. Any such provision of the articles ofincorporation or bylaws or resolution of the board of directors shall notapply to shares represented by a certificate until such certificate issurrendered to the corporation. Notwithstanding such a provision of thearticles of incorporation or bylaws, or the adoption of such a resolutionby the board of directors, every holder of stock represented bycertificates shall be entitled to have a certificate. Except as otherwiseprovided in the articles of incorporation or bylaws, such certificate shallbe signed by the president or a vice president and by the secretary or anassistant secretary or the treasurer or an assistant treasurer of suchcorporation and sealed with the seal of the corporation. Any or all thesignatures on the certificate may be a facsimile and the seal may befacsimile, engraved or printed. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed on acertificate shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, the certificate maynevertheless be issued by the corporation with the same effect as if theperson were an officer, transfer agent or registrar at the date of issue.Every holder of uncertificated shares is entitled to receive a statement ofholdings as evidence of share ownership.
2. Every certificate for shares without par value shall have plainlystated upon its face the number of shares which it represents, and nocertificate shall express any par value for such shares or a rate ofdividend to which such shares shall be entitled in terms of percentage ofany par or other value.
(RSMo 1939 §§ 5025, 5549, A.L. 1943 p. 410 § 22, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1987 H.B. 349, A.L. 2005 H.B. 678, A.L. 2006 H.B. 1715)Prior revision: 1929 § 5106