§6.25. Form and content of certificates

Link to law: http://legislature.vermont.gov/statutes/section/11A/006/00006.25
Published: 2015

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The Vermont Statutes Online



Vermont Business Corporations








6.25. Form and content of certificates

(a) Shares may

but need not be represented by certificates. Unless this title or other 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 must state:

(1) on its face,

the name of the issuing corporation and that it is organized under the law of

this state;

(2) on its face,

the name of the person to whom issued; and

(3) on its face,

the number and class of shares and the designation of the series, if any, the

certificate represents; and

(4) on its face

or on its back, the existence of restrictions on transfers of shares, if any,

as provided in section 6.27 of this title.

(c) If the

issuing corporation is authorized to issue different classes of shares or

different series within a class, the following designations, rights,

preferences, and limitations 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:

(1) the

designations, relative rights, preferences, and limitations applicable to each

class; and

(2) the

variations in rights, preferences, and limitations determined for each series

(and the authority of the board of directors to determine variations in future

series); and

(3) the

corporation's right, if any, to make distributions pursuant to subdivision

6.40(c)(2) of this title which may impair preferential rights.

(d) Each share


(1) must be

signed (either manually or in facsimile) by two officers designated in the

bylaws or by the board of directors; and

(2) may bear the

corporate seal or its facsimile.

(e) If the

person who signed (either manually or in facsimile) a share certificate no

longer holds office when the certificate is issued, the certificate is

nevertheless valid. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)