Oregon Statutes 60.161 – Form and content of certificates
(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates.
Terms Used In Oregon Statutes 60.161
- 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: means an individual or entity. See Oregon Statutes 60.001
- Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001
- Shareholder: means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation. See Oregon Statutes 60.001
- Statute: A law passed by a legislature.
(2) At a minimum, each share certificate must state on the certificate’s face:
(a) The name of the issuing corporation and that the corporation is organized under the law of this state;
(b) The name of the person to whom the share is 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 issues different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class, 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, or each certificate may state conspicuously on the front or back that the corporation will furnish the shareholder with this information on request in writing and without charge.
(4) Each share certificate must be signed by two officers designated in the bylaws or by the board of directors. Each certificate may bear the corporate seal or a facsimile of the corporate seal.
(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [1987 c.52 § 42; 2017 c.55 § 8]