2018 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT
ARTICLE 6 - SHARES AND DISTRIBUTIONS
SECTION 17-16-625 - Form and content of certificates.
17-16-625. Form and content of certificates.
(a) Shares may but need not be represented by certificates. Unless this act or another 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 shall state on its face:
(i) The name of the issuing corporation and that it is organized under the law of this state;
(ii) The name of the person to whom issued; and
(iii) 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 designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the 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:
(i) Shall be signed, either manually or in facsimile, by two (2) officers designated in the bylaws or by the board of directors; and
(ii) 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.
(f) In no case shall a corporation issue share certificates in bearer form. For purposes of this subsection "bearer form" means a form in which the certificate is payable to the bearer of the certificate according to its terms but not by reason of an endorsement. If a corporation formed under this act or qualified to do business under this act has bearer shares outstanding, the entity shall conform those shares to comply with this section on or before October 1, 2007. Failure to do so shall be prima facie evidence of an ultra vires act pursuant to W.S. 17-16-304.
