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The Vermont Statutes Online
Title
11A
:
Vermont Business Corporations
Chapter
006
:
SHARES AND DISTRIBUTIONS
Subchapter
002
:
ISSUANCE OF SHARES
§
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
certificate:
(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.)