§ 1528 — Shares represented by certificates and uncertificated shares

Pennsylvania § 1528

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART II
• Ch. 15: CORPORATE POWERS, DUTIES AND SAFEGUARDS
• Subch.: SHARES AND OTHER SECURITIES

Text

(a) General rule.--The shares of a business corporation shall be represented by certificates or shall be uncertificated shares.

(b) Issue of certificates.--Every shareholder shall, except as otherwise provided in a provision of the articles adopted pursuant to subsection (f) or in the terms of a subscription that has not been fully performed by the subscriber, be entitled to a share certificate representing the shares owned by him.

(c) Form of certificate.--Share certificates shall state:

(1) That the corporation is incorporated under the laws of this Commonwealth.

(2) The name of the person to whom issued.

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

(d) Notice of variations in rights.--Every certificate representing shares issued by a business corporation that is authorized to issue shares of more than one class or series shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the corporation will furnish to any shareholder upon request and without charge) a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the corporation. See also sections 1524(d) (relating to rights of subscribing shareholder), 1529(f) (relating to notice to transferee) and 2321(c) (relating to notice of statutory close corporation status).

(e) Execution.--Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the corporation issuing the shares in such manner as it may determine.

(f) Uncertificated shares.--The articles may provide that any or all classes and series of shares, or any part thereof, shall be uncertificated shares except that such a provision shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by subsections (c) and (d). Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. See section 2321(a) (relating to uncertificated shares prohibited).

(g) Bearer shares prohibited.--A business corporation may not issue share certificates in bearer form. This subsection may not be varied by the articles.

Legislative History

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013Amendment.Act 67 added subsec. (g). 1992 Amendment.Act 169 amended subsec. (f). 1990 Amendment.Act 198 amended subsecs. (b), (d) and (f). Cross References.Section 1528 is referred to in sections 1502, 1524, 1529, 1554, 1914, 2547 of this title.