Section 2-211 - Contents of stock certificate. - Maryland Statutes

§ 2-211. Contents of stock certificate.
 

(a)  Representation of stock held.- Each stock certificate shall include on its face: 

(1) The name of the corporation that issues it; 

(2) The name of the stockholder or other person to whom it is issued; and 

(3) The class of stock and number of shares it represents. 

(b)  Preferences, limitations, and rights.- If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of: 

(1) The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue; and 

(2) If the corporation is authorized to issue any preferred or special class in series: 

(i) The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and 

(ii) The authority of the board of directors to set the relative rights and preferences of subsequent series. 

(c)  Alternative statement.- Instead of a full statement or summary of the information required by subsection (b) of this section, the certificate may state that the corporation will furnish a full statement of the required information to any stockholder on request and without charge. 

(d)  Restrictions on transferability.- Without affecting § 8-204 of the Commercial Law Article, if the corporation which issues the stock imposes a restriction on its transferability, the stock certificate shall: 

(1) Contain a full statement of the restriction; or 

(2) State that the corporation will furnish information about the restriction to the stockholder on request and without charge. 

(e)  Enforceability of transfer restrictions.- Except as otherwise provided by § 8-204 of the Commercial Law Article, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable. 
 

[An. Code 1957, art. 23, § 27; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1999, ch. 459, § 1.]