The shares of a
corporation shall be represented by certificates signed by the
president or vice president and the secretary or an assistant
secretary of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof. The signatures of the
president or vice president and the secretary or assistant
secretary upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent, or registered by a
registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued,
it may be issued by the corporation with the same effect as if he
or she were such officer at the date of its issue.
Every certificate representing shares issued by a
corporation which is authorized to issue shares of more than one
class shall set forth upon the face or back of the certificate,
or shall state that the corporation will furnish to any
shareholder upon request and without charge, a full statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class
in series, the variations in the relative rights and preferences
between the shares of each such series so far as the same have
been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and
preferences of subsequent series.
Each certificate representing shares shall state upon the
face thereof:
(1) That the corporation is organized under the laws of this
state.
(2) The name of the person to whom issued.
(3) The number and class of shares, and the designation of
the series, if any, which such certificate represents.
(4) The par value of each share represented by such
certificate, or a statement that the shares are without par
value.
No certificate shall be issued for any share until such
share is fully paid.
[2011 c 336 § 663; 1969 ex.s. c 120 § 16.]