Arizona Laws 10-625. Form and content of certificates
A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certificate shall not be issued for any share until such share is fully paid.
Terms Used In Arizona Laws 10-625
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
- 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.
- Person: includes an individual and entity. See Arizona Laws 10-140
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- Statute: A law passed by a legislature.
- Writing: includes printing. See Arizona Laws 1-215
B. At a minimum each share certificate shall state on its face all of the following:
1. The name of the issuing corporation and that it 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, the certificate represents.
C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish this information to the shareholder on request in writing and without charge.
D. Each share certificate:
1. Shall be signed either manually or in facsimile by one or more officers designated in the bylaws or by the board of directors.
2. May bear the corporate seal or its facsimile.
E. If the person who signed either manually or in facsimile a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.