13.1-647 - Form and content of certificates evidencing shares and form of bonds. - Virginia Statutes

§ 13.1-647. Form and content of certificates evidencing shares and form ofbonds.

A. Shares may but need not be represented by certificates. Unless thischapter or another statute expressly provides otherwise, the rights andobligations of shareholders are identical whether or not their shares arerepresented by certificates.

B. At a minimum each share certificate shall state on its face:

1. The name of the issuing corporation and that it is organized under the lawof this Commonwealth;

2. The name of the person to whom issued; and

3. 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 ofshares or different series within a class, the designations, rights,preferences, and limitations applicable to each class and the variations inrights, preferences, and limitations determined for each series (and theauthority of the board of directors to determine variations for futureseries) shall be summarized on the front or back of each certificate forshares of such class or series. Alternatively, each certificate may stateconspicuously on its front or back that the corporation will furnish theshareholder this information on request in writing and without charge.

D. Each share certificate (i) shall be signed by two officers designated inthe bylaws or by the board of directors and (ii) may bear the corporate sealor its facsimile. Unless otherwise provided in the articles of incorporationor bylaws, any or all of the signatures on the certificate may be facsimile.In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased tobe such officer, transfer agent or registrar before such certificate isissued, it may be issued by the corporation with the same effect as if suchperson were such officer, transfer agent or registrar at the date of issue.

E. On any bond, note or debenture issued by a corporation that iscountersigned or otherwise authenticated by the manual signature of atrustee, the signatures of the officers of the corporation and its seal maybe facsimiles.

F. If the person who signed, either manually or in facsimile, a sharecertificate or bond, note or debenture no longer holds office when thecertificate or bond, note or debenture is issued, the certificate or bond,note or debenture is nevertheless valid.

(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.)