2019 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.

Universal Citation: WY Stat § 17-16-625 (2019)

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, or in the case of a certificate token, the data address to which the token was 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) Except as otherwise provided by subsection (g) of this section, 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 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.

(g) The articles of incorporation or bylaws of a corporation may specify that all or a portion of the shares of the corporation may be represented by share certificates in the form of certificate tokens. The electronic message, command or transaction that transmits the certificate tokens to the data address to which a certificate token was issued shall be authorized at the time of issuance by one (1) or more messages, commands or transactions signed with the network signatures of two (2) officers designated in the bylaws or by the board of directors of the corporation.

(h) As used in this section:

(i) "Blockchain" means a digital ledger or database which is chronological, consensus based, decentralized and mathematically verified in nature;

(ii) "Certificate token" means a representation of shares that is stored in an electronic format which contains the information specified under subsections (b) and (c) of this section, and this information is:

(A) Entered into a blockchain or other secure, auditable database;

(B) Linked to or associated with the certificate token; and

(C) Able to be transmitted electronically to the issuing corporation, the person to whom the certificate token was issued and any transferee.

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