(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 shall be identical whether or not their shares are represented by certificates.
(2) At a minimum each share certificate shall state on its face:

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Terms Used In Kentucky Statutes 271B.6-250

  • 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.
  • Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
  • Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
  • Person: includes individual and entity. See Kentucky Statutes 271B.1-400
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Kentucky Statutes 271B.1-400
  • 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 Kentucky Statutes 271B.1-400
  • State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
  • Statute: A law passed by a legislature.

(a) The name of the issuing corporation and that it is organized under the law of this state;
(b) The name of the person to whom 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, 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 the shareholder this information on request in writing and without charge.
(4) Each share certificate:
(a) Must be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and
(b) May bear the corporate seal or its facsimile.
(5) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 42, effective January 1, 1989.