55-6-25. Form and content of certificates.
(a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b) At a minimum each share certificate must state on its face:
(1) The name of the issuing corporation and that it is organized under the law of North Carolina;
(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 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) must 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 the shareholder this information in writing and without charge.
(d) Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.
(e) If the person who signed in any capacity (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless 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.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 55 - North Carolina Business Corporation Act
Article 6 - Shares and Distribution.
§ 55-6-01 - Authorized shares.
§ 55-6-02 - Terms of class or series determined by board of directors.
§ 55-6-03 - Issued and outstanding shares.
§ 55-6-04 - Fractional shares.
§ 55-6-20 - Subscription for shares before incorporation.
§ 55-6-21 - Issuance of shares.
§ 55-6-22 - Liability of shareholders.
§ 55-6-24 - Rights, options, and warrants.
§ 55-6-25 - Form and content of certificates.
§ 55-6-26 - Shares without certificate.
§ 55-6-27 - Restriction on transfer of shares and other securities.
§ 55-6-30 - Shareholders' preemptive rights.