2011 Vermont Code
Title 11A Vermont Business Corporations
Chapter 6 SHARES AND DISTRIBUTIONS
§ 25 Form and content of certificates

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TITLE 11A

Vermont Business Corporations

CHAPTER 6. SHARES AND DISTRIBUTIONS

Subchapter II. 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.)