§ 13.1-647 Form and content of certificates evidencing shares
A. Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.
B. At a minimum each share certificate shall state on its face:
1. The name of the corporation and that it is organized under the law of the Commonwealth;
3. The number and class of shares and the designation of the series, if any, the certificate represents.
C. If the corporation is authorized to issue different classes of shares or series of shares within a class, (i) the designations, rights, preferences, and limitations applicable to each class and series; (ii) any variations in rights, preferences, and limitations among the holders of the same class or series; and (iii) the authority of the board of directors to determine variations for future series shall be summarized on the front or back of each certificate for shares of such class or series. 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 by two officers, who may be the same individual, designated in the bylaws or by the board of directors. Unless otherwise provided in the articles of incorporation or bylaws, any or all of the signatures on the certificate may be facsimile.
E. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
History
The record of this law’s original creation isn’t available online. It has been modified 9 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1958, chapter 564; in 1972, chapter 580; in 1984, chapter 613; in 1985, chapter 522; in 1986, chapter 623; in 1990, chapter 227; in 2005, chapter 765; in 2019, chapter 734.
Code 1950, § 13.1-20; 1956, c. 428; 1958, c. 564; 1972, c. 580; 1984, c. 613; 1985, c. 522; 1986, c. 623; 1990, c. 227; 2005, c. 765; 2019, c. 734.