(a)Shares may but need not be represented by
certificates. Unless this 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 shall state on its
face:
(i)The name of the issuing corporation and that it
is organized under the law of this state;
(ii)The name of the person to whom, or in the case
of a certificate token, the data address to which the token was
issued; and
(iii)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, preferenc
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(a) Shares may but need not be represented by
certificates. Unless this 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 shall state on its
face:
(i) The name of the issuing corporation and that it
is organized under the law of this state;
(ii) The name of the person to whom, or in the case
of a certificate token, the data address to which the token was
issued; and
(iii) 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, shall 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) Except as otherwise provided by subsection (g) of this
section, each share certificate:
(i) Shall be signed, either manually or in facsimile,
by two (2) officers designated in the bylaws or by the board of
directors; and
(ii) May bear the corporate seal or its facsimile.
(e) If the person who signed a share certificate no longer
holds office when the certificate is issued, the certificate is
nevertheless valid.
(f) In no case shall a corporation issue share
certificates in bearer form. For purposes of this subsection
"bearer form" means a form in which the certificate is payable
to the bearer of the certificate according to its terms but not
by reason of an endorsement. If a corporation formed under this
act or qualified to do business under this act has bearer shares
outstanding, the entity shall conform those shares to comply
with this section on or before October 1, 2007. Failure to do
so shall be prima facie evidence of an ultra vires act pursuant
to W.S. 17-16-304.
(g) The articles of incorporation or bylaws of a
corporation may specify that all or a portion of the shares of
the corporation may be represented by share certificates in the
form of certificate tokens. The electronic message, command or
transaction that transmits the certificate tokens to the data
address to which a certificate token was issued shall be
authorized at the time of issuance by one (1) or more messages,
commands or transactions signed with the network signatures of
two (2) officers designated in the bylaws or by the board of
directors of the corporation.
(h) As used in this section:
(i) "Blockchain" means a digital ledger or database
which is chronological, consensus based, decentralized and
mathematically verified in nature;
(ii) "Certificate token" means a representation of
shares that is stored in an electronic format which contains the
information specified under subsections (b) and (c) of this
section, and this information is:
(A) Entered into a blockchain or other secure,
auditable database;
(B) Linked to or associated with the certificate
token; and
(C) Able to be transmitted electronically to the
issuing corporation, the person to whom the certificate token
was issued and any transferee.