North Dakota Code 10-19.1-66 – Share certificates – Issuance and contents – Uncertificated shares
1. The shares of a corporation must be certificated shares or uncertificated shares. Each holder of certificated shares issued in compliance with section 10-19.1-63 is entitled to a certificate of shares.
Terms Used In North Dakota Code 10-19.1-66
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
- Statute: A law passed by a legislature.
2. The shares of a corporation must be represented by certificates signed by the president or a vice president, and by the secretary, or by an assistant secretary of the corporation.
3. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation even if the person ceases having that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of the certificate’s issue.
4. Every certificate representing shares issued by a corporation that is authorized to issue shares of more than one class must set forth upon the face or back of the certificate, or must state that the corporation will furnish to any shareholders upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class or series, the variations in the relative rights and preferences between the shares of each of the series to the extent the relative rights and preferences have been fixed and determined and the authority of the board to fix and determine the relative rights and preferences of subsequent series. Each certificate representing shares must state upon its face:
a. The name of the corporation.
b. That the corporation is organized under the laws of this state. c. The name of the person to whom issued.
d. The number and class of shares and the designation of the series, if any, the certificate represents.
e. The par value of any share represented by the certificate or a statement the shares are without par value.
5. A certificate signed as provided under subsection 1 is prima facie evidence of the ownership of the shares referred to in the certificate.
6. Unless uncertificated shares are prohibited by the articles or bylaws, a corporation may provide that some or all of any or all classes and series of the corporation’s shares will be uncertificated shares.
a. The action by the corporation provided in this subsection does not apply to shares represented by a certificate until the certificate is surrendered to the corporation.
b. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall give to the new shareholder the information required by this section to be stated on certificates.
c. The information required under this section is not required to be given to the new shareholder by a publicly held corporation that adopted a system of issuance, recordation, and transfer of the corporation’s shares by electronic or other means not involving the issuance of certificates if the system complies with federal law.
d. Except as otherwise expressly provided by statute, the rights and obligations of the holders of certificated and uncertificated shares of the same class and series are identical.