§ 55-6-25. Form and content of certificates. - North Carolina Statutes

§55‑6‑25.  Form and content of certificates.

(a)        Shares may but neednot be represented by certificates.  Unless this act or another statuteexpressly provides otherwise, the rights and obligations of shareholders areidentical whether or not their shares are represented by certificates.

(b)        At a minimum eachshare certificate must state on its face:

(1)        The name of theissuing corporation and that it is organized under the law of North Carolina;

(2)        The name of theperson to whom issued; and

(3)        The number and classof shares and the designation of the series, if any, the certificaterepresents.

(c)        If the issuingcorporation is authorized to issue different classes of shares or differentseries within a class, the designations, relative rights, preferences, andlimitations applicable to each class and the variations in rights, preferences,and limitations determined for each series (and the authority of the board ofdirectors to determine variations for future series) must be summarized on thefront or back of each certificate.  Alternatively, each certificate may stateconspicuously on its front or back that the corporation will furnish theshareholder this information in writing and without charge.

(d)        Each sharecertificate (1) must be signed (either manually or in facsimile) by twoofficers designated in the bylaws or by the board of directors and (2) may bearthe corporate seal or its facsimile.

(e)        If the person whosigned in any capacity (either manually or in facsimile) a share certificate nolonger holds office when the certificate is issued, the certificate isnevertheless valid. (1885, c. 265; 1901, c. 2, s. 94; Rev., ss. 1165,1166; C.S., s. 1162; 1927, c. 173; 1949, c. 809; G.S., s. 55‑67; 1955, c.1371, s. 1; 1979, c. 91; 1989, c. 265, s. 1.)