Search OpenLegislation Statutes

This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
Certificates representing shares
Business Corporation (BSC) CHAPTER 4, ARTICLE 5
§ 508. Certificates representing shares.

(a) The shares of a corporation shall be represented by certificates
or shall be uncertificated shares. Certificates shall be signed by the
chairman or a vice-chairman of the board or the president or a
vice-president and the secretary or an assistant secretary or the
treasurer or an assistant treasurer of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles if: (1)
the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employee, or (2) the
shares are listed on a registered national security exchange. In case
any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such 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 issue.

(b) Each certificate representing shares issued by a corporation which
is authorized to issue shares of more than one 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 designation, 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 designation, relative rights,
preferences and limitations of each such series so far as the same 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

(1) That the corporation is formed under the laws of this state.

(2) The name of the person or persons to whom issued.

(3) The number and class of shares, and the designation of the series,
if any, which such certificate represents.

(d) Shares shall be transferable in the manner provided by law and in
the by-laws.

(e) The corporation may issue a new certificate for shares in place of
any certificate theretofore issued by it, alleged to have been lost or
destroyed, and the board may require the owner of the lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss or destruction of any
such certificate or the issuance of any such new certificate.

(f) Unless otherwise provided by the articles of incorporation or
by-laws, the board of directors of a corporation may provide by
resolution that some or all of any or all classes and series of its
shares shall be uncertificated shares, provided that such resolution
shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Within a reasonable time
after the issuance or transfer of uncertificated shares, the corporation
shall send to the registered owner thereof a written notice containing
the information required to be set forth or stated on certificates
pursuant to paragraphs (b) and (c) of this section. Except as otherwise
expressly provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be