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This is not a substitute for legal advice. An attorney must be consulted. "This
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reproduction, use, or disclosure of this work shall be |
Is
a Stock Certificate Necessary? |
Various
forms of stock certificates are acceptable; however, it should be stated
upon the certificate that the stock was issued pursuant to a particular
state and under the laws of that state. In the event there are any specific restrictions on either the
transfer of the stock or the stock ownership itself, the restrictions
must appear on the face of the certificate. Stocks
may be issued for portions of monetary units.
Stocks may also be re-acquired, redeemed, converted or canceled.
Fractional shares may also be issued so long as the requirements
of certain code sections are met. Certain restrictions may be placed upon the transfer of
stock, and options or warrants for the purchase of shares of the
corporation may be permitted under state law.
Dividends may be paid to shareholders for earnings of the
corporation; however, regulations may exist to assure that all
shareholders of a given class are treated the same relative to share
dividends. The
corporation may issue shares of stock with or without certificates
and, in such cases, the corporations must send the shareholders a
written statement of the information required on the certificates,
particularly in regard to state code.
It is most common, however, for each corporation organized to
issue certificates evidencing the shares of stock held.
At minimum, each share certificate should contain on its face the
name of the issuing corporation and the laws under which it is
organized, the name of the person to whom the share is issued, the
number and class of shares issued and the designation of the series, if
any, that the certificate represents.
If different classes of shares or different series within a class
are permitted, then the designation's relative rights, preferences and
limitations applicable to each class plus the variations and rights,
preferences and limitations determined for each series, and the
authority of the Board of Directors to determine such variations for
future series must be summarized on the front or back of each
certificate. In the
alternative, the certificates must state conspicuously that the
corporation will furnish the shareholder such information in writing and
without charge. Also, 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
the certificates may bear the corporate seal or the facsimile of the
seal of the corporation. |
This is not a substitute for legal
advice. An
attorney must be consulted.
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