§ 508 — Certificates representing shares

New York § 508

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 5: Corporate Finance

Text

§ 508. Certificates representing shares.\n (a) The shares of a corporation shall be represented by certificates\nor shall be uncertificated shares. Certificates shall be signed by the\nchairman or a vice-chairman of the board or the president or a\nvice-president and the secretary or an assistant secretary or the\ntreasurer or an assistant treasurer of the corporation, and may be\nsealed with the seal of the corporation or a facsimile thereof. The\nsignatures of the officers upon a certificate may be facsimiles if: (1)\nthe certificate is countersigned by a transfer agent or registered by a\nregistrar other than the corporation itself or its employee, or (2) the\nshares are listed on a registered national security exchange. In case\nany officer who has signed or whose facsimile signature has been placed\nupon a certificate shall have ceased to be such officer before such\ncertificate is issued, it may be issued by the corporation with the same\neffect as if he were such officer at the date of issue.\n (b) Each certificate representing shares issued by a corporation which\nis authorized to issue shares of more than one class shall set forth\nupon the face or back of the certificate, or shall state that the\ncorporation will furnish to any shareholder upon request and without\ncharge, a full statement of the designation, relative rights,\npreferences and limitations of the shares of each class authorized to be\nissued and, if the corporation is authorized to issue any class of\npreferred shares in series, the designation, relative rights,\npreferences and limitations of each such series so far as the same have\nbeen fixed and the authority of the board to designate and fix the\nrelative rights, preferences and limitations of other series.\n (c) Each certificate representing shares shall state upon the face\nthereof:\n (1) That the corporation is formed under the laws of this state.\n (2) The name of the person or persons to whom issued.\n (3) The number and class of shares, and the designation of the series,\nif any, which such certificate represents.\n (d) Shares shall be transferable in the manner provided by law and in\nthe by-laws.\n (e) The corporation may issue a new certificate for shares in place of\nany certificate theretofore issued by it, alleged to have been lost or\ndestroyed, and the board may require the owner of the lost or destroyed\ncertificate, or his legal representative, to give the corporation a bond\nsufficient to indemnify the corporation against any claim that may be\nmade against it on account of the alleged loss or destruction of any\nsuch certificate or the issuance of any such new certificate.\n (f) Unless otherwise provided by the articles of incorporation or\nby-laws, the board of directors of a corporation may provide by\nresolution that some or all of any or all classes and series of its\nshares shall be uncertificated shares, provided that such resolution\nshall not apply to shares represented by a certificate until such\ncertificate is surrendered to the corporation. Within a reasonable time\nafter the issuance or transfer of uncertificated shares, the corporation\nshall send to the registered owner thereof a written notice containing\nthe information required to be set forth or stated on certificates\npursuant to paragraphs (b) and (c) of this section. Except as otherwise\nexpressly provided by law, the rights and obligations of the holders of\nuncertificated shares and the rights and obligations of the holders of\ncertificates representing shares of the same class and series shall be\nidentical.\n