TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-601
Shares Issuance and Distributions

SECTION 7-1.2-608


§ 7-1.2-608 Form and content of certificates.

(a) The shares of a corporation may but need not be represented by certificates as determined by the board of directors. Every holder of shares represented by certificates and upon request every holder of uncertificated shares is entitled to have a certificate signed by the officer or officers designated for the purpose by the bylaws of the corporation, and in the absence of any designation, by the chairperson or the vice chairperson of the board of directors, or the president or a vice president, and by the treasurer or the assistant treasurer, or the secretary or an assistant secretary of the corporation, representing the number of shares registered in certificate form and may be sealed with the seal of the corporation or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon the certificate has ceased to be the officer, transfer agent or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if he were the officer, transfer agent or registrar at the date of its issue.

(b) Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class must state upon the face or back of the certificate, or state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each series so far as the series have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

(c) Each certificate representing shares must state upon the face of the certificate:

(1) 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, which the certificate represents.

(4) The par value of each of the shares, if any.

(d) No certificate may be issued for any share until the share is fully paid.

(e) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner of the shares a written notice containing the information and statements required to be presented or stated on certificates pursuant to subsections (b) and (c) and § 7-1.2-609(b).

(f) Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series are identical.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)