§ 7-1.2-608 - Form and content of certificates.
SECTION 7-1.2-608
§ 7-1.2-608 Form and content ofcertificates. – (a) The shares of a corporation may but need not be represented by certificatesas determined by the board of directors. Every holder of shares represented bycertificates and upon request every holder of uncertificated shares is entitledto have a certificate signed by the officer or officers designated for thepurpose by the bylaws of the corporation, and in the absence of anydesignation, by the chairperson or the vice chairperson of the board ofdirectors, or the president or a vice president, and by the treasurer or theassistant treasurer, or the secretary or an assistant secretary of thecorporation, representing the number of shares registered in certificate formand may be sealed with the seal of the corporation or a facsimile of the seal.Any or all of the signatures on the certificate may be a facsimile. In case anyofficer, transfer agent, or registrar who has signed or whose facsimilesignature has been placed upon the certificate has ceased to be the officer,transfer agent or registrar before the certificate is issued, it may be issuedby the corporation with the same effect as if he were the officer, transferagent or registrar at the date of its issue.
(b) Every certificate representing shares issued by acorporation which is authorized to issue shares of more than one class muststate upon the face or back of the certificate, or state that the corporationwill furnish to any shareholder upon request and without charge, a fullstatement of the designations, preferences, limitations and relative rights ofthe shares of each class authorized to be issued and, if the corporation isauthorized to issue any preferred or special class in series, the variations inthe relative rights and preferences between the shares of each series so far asthe series have been fixed and determined and the authority of the board ofdirectors to fix and determine the relative rights and preferences ofsubsequent series.
(c) Each certificate representing shares must state upon theface of the certificate:
(1) That the corporation is organized under the laws of thisstate.
(2) The name of the person to whom issued.
(3) The number and class of shares, and the designation ofthe series, if any, which the certificate represents.
(4) The par value of each of the shares, if any.
(d) No certificate may be issued for any share until theshare is fully paid.
(e) Within a reasonable time after the issuance or transferof uncertificated shares, the corporation shall send to the registered owner ofthe shares a written notice containing the information and statements requiredto be presented or stated on certificates pursuant to subsections (b) and (c)and § 7-1.2-609(b).
(f) Except as otherwise expressly provided by law, the rightsand obligations of the holders of uncertificated shares and the rights andobligations of the holders of certificates representing shares of the sameclass and series are identical.