35-1-626. Form and content of certificates. (1) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provide otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(2) At a minimum, each share certificate must state on its face:
(a) the name of the issuing corporation and that it is organized under the law of this state;
(b) the name of the person to whom issued; and
(c) the number and class of shares and the designation of the series, if any, that the certificate represents.
(3) (a) If the issuing corporation is authorized to issue different classes of shares or different series within a class the following must be summarized on the front or back of each certificate:
(i) the designations, relative rights, preferences, and limitations applicable to each class;
(ii) the variations in rights, preferences, and limitations determined for each series; and
(iii) the authority of the board of directors to determine variations for future series.
(b) Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(4) Each share certificate must be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile.
(5) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate remains valid.
History: En. Sec. 42, Ch. 368, L. 1991.