§ 7-106-206 — Form and content of certificates

(1) Shares may, but need not,
be represented by certificates. Unless articles 101 to 117 of this title or another
statute expressly provide otherwise, the rights and obligations of shareholders are
not affected by the fact that their shares are not represented by certificates.

(2) Each share certificate shall state on its face:

(a) The domestic entity name of the issuing corporation and that the
corporation is incorporated under the law of this state;

(b) The name of the person to whom the certificate is issued; and

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

(3) Each share certificate:

(a) Shall be signed, either manually or in facsimile, by one or more officers
designated in the bylaws or by the board of directors;

(b) May bear the corporate seal or its facsimile; and

(c) May contain such other information as the corporation deems necessary
or appropriate.

(4) If the issuing corporation is authorized to issue different classes of
shares or different series within a class, the share certificate shall contain a
summary, on the front or the back, of the designations, preferences, limitations, and
relative rights applicable to each class, the variations in preferences, limitations,
and rights determined for each series, and the authority of the board of directors to
determine variations for future classes or series. Alternatively, each certificate may
state conspicuously on its front or back that the corporation will furnish to the
shareholder this information on request in writing and without charge.

(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 is
nevertheless valid.

Legislative History

Source: L. 93: Entire article added, p. 758, � 1, effective July 1, 1994. L. 2003: (2)(a) amended, p. 2317, � 232, effective July 1, 2004.