§ 5007 — Certificates representing shares

New York § 5007

• Jurisdiction: New York
• Law BNK: Banking
• Title 5: Corporate Finance
• Art. 15: General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies

Text

§ 5007. Certificates representing shares. 1. The shares of a\ncorporation shall be represented by certificates or shall be\nuncertificated shares. Certificates shall be signed by the chairman or\na vice-chairman of the board or the president or a vice-president and\nthe secretary or an assistant secretary or, in the case of a corporation\nwhich does not have a secretary or an assistant secretary, by the\ncashier or an assistant cashier, or the treasurer or an assistant\ntreasurer of the corporation, and may be sealed with the seal of the\ncorporation or a facsimile thereof. The signatures of the officers upon\na certificate may be facsimiles if (i) the shares are listed on a\nregistered national security exchange, or (ii) the certificate is\ncountersigned by a transfer agent or registered by a registrar which,\nunless the corporation is a trust company, shall be a person other than\nthe corporation itself or its employee. In case any officer who has\nsigned or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer before such certificate is issued,\nit may be issued by the corporation with the same effect as if he or she\nwere such officer at the date of issue.\n 2. 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 stockholder 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 3. Each certificate representing shares shall when issued state upon\nthe face thereof:\n (a) That the corporation is formed under the laws of this state.\n (b) The name of the person or persons to whom issued.\n (c) The number and class of shares, and the designation of the series,\nif any, which such certificate represents.\n (d) The par value of each share represented by such certificate.\n 4. Shares shall be transferable in the manner provided by law and in\nthe by-laws.\n 5. 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 6. 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 subdivisions two and three of this section. Except as\notherwise expressly provided by law, the rights and obligations of the\nholders of uncertificated shares and the rights and obligations of the\nholders of certificated shares and the rights and obligations of the\nholders of certificates representing shares of the same class and series\nshall be identical.\n