(1)  Shares may but need not be represented by certificates. Unless this chapter or another applicable statute expressly provides otherwise, the rights and obligations of shareholders are not affected by whether or not their shares are represented by certificates.

Terms Used In Utah Code 16-10a-625

  • Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Employee: includes an officer but not a director, unless the director accepts a duty that makes that director also an employee. See Utah Code 16-10a-102
  • Person: means :Utah Code 68-3-12.5
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
  • Shareholder: means :
(i) the person in whose name a share is registered in the records of a corporation; or
(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
  • Signature: includes a name, mark, or sign written with the intent to authenticate an instrument or writing. See Utah Code 68-3-12.5
  • State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
  • Statute: A law passed by a legislature.
  • Writing: includes :Utah Code 68-3-12.5
    • (2)  Each share certificate shall state on its face:

    (a)  the name of the issuing corporation and that it is organized under the laws of this state;

    (b)  the name of the person to whom the certificate is issued; and

    (c)  the number and class of shares and the designation of the series, if any, the certificate represents.

    (3)  If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the board of directors to determine variations for any existing or future class or series, shall be summarized on the front or back of each share certificate. 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.

    (4)  Each share certificate:

    (a)  shall be signed by two officers designated in the bylaws or by the board of directors;

    (b)  may bear the corporate seal or its facsimile; and

    (c)  may contain any other information as the corporation considers necessary or appropriate.

    (5)  The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.

    (6)  In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the person were an officer at the date of its issue.

    Amended by Chapter 378, 2010 General Session

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