§ 21-246 — Form and content of certificates

(MBCA 6.25) (a) Shares may
but need not be represented by certificates. Unless the Nebraska Model Business
Corporation Act or another statute expressly provides otherwise, the rights
and obligations of shareholders 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 two officers 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

Source: Laws 2014, LB749, § 46.