§ 23-1-26-6 — Certificates; contents; signatures

(a) Shares may but need not be represented by
certificates. Unless this article or another statute expressly provides
otherwise, the rights and obligations of shareholders of the same class
or series of shares are identical whether or not their shares are
represented by certificates.
(b) At a minimum each share certificate must state on its face:
(1) the name of the issuing corporation and that it is organized
under the law of this state;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the
series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes
of shares or different series within a class, the designations, relative
rights, preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined for each
series (and the authority of the board of directors to determine
variations for future series) must be summarized on the front or back
of each certificate. 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.
(d) Each share certificate:
(1) must be signed (either manually or in facsimile) by at least
two (2) officers (or the sole officer, if the corporation has only one
(1) officer) designated in the bylaws or by the board of directors;
and
(2) may bear the corporate seal or its facsimile.
(e) 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

As added by P.L.149-1986, SEC.10. Amended by P.L.107-1987, SEC.5.