US Laws, Codes, Statutes & Cases

§255.  Certificates of stock

A.  Shares must be represented by certificates of stock unless the issuing corporation is a participant in the Direct Registration System, or its successor, of the Depository Trust & Clearing Corporation, then shares need not be represented by certificates of stock.  Unless expressly provided elsewhere, the rights and obligations of shareholders are not affected regardless of whether the shares are represented by certificates of stock.

B.  At a minimum each share certificate shall state on its face:

(1)  The name of the issuing corporation and 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, the certificate represents.

C.  If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designation, relative rights, preferences, and limitations applicable to each class and the variation in rights, preferences, and limitations determined for each series and the authority of its 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.  Each share certificate shall be signed, either manually or in facsimile, by either:

(1)  Two officers designated in the bylaws.

(2)  The clerk and an officer designated in the bylaws.

(3)  The corporation's board of directors.

E.  A share certificate may bear the corporate seal or its facsimile.

F.  If the person who signed a share certificate pursuant to Subsection D no longer holds office when the certificate is issued, the certificate is nevertheless valid.

G.  Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates.  The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

H.  Within a reasonable time after the issue or transfer of shares without certificates, the corporation or its agent shall send the shareholder a written statement of the information required on certificates by Subsections B and C and, if applicable, R.S. 6:257.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2005, No. 97, §1.