Iowa Code 490.625 – Form and content of certificates
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1. Shares may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.
Terms Used In Iowa Code 490.625
- 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.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Person: means a person as defined in section 4. See Iowa Code 490.140
- Shareholder: means a record shareholder. See Iowa Code 490.140
- Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
- Statute: A law passed by a legislature.
2. At a minimum, each share certificate must state on its face all of the following:
a. The name of the corporation and that it is organized under the law of this state.
b. The name of the person to whom issued.
c. The number and class of shares and the designation of the series, if any, the certificate represents.
3. a. If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize all of the following:
(1) The preferences, rights, and limitations applicable to each class and series.
(2) Any variations in preferences, rights, and limitations among the holders of the same class or series.
(3) The authority of the board of directors to determine the terms of future classes or series.
b. 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 must be signed by two officers designated in the bylaws.
5. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.