Iowa Code § 490.625
Form and content of certificates
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. Shares may be, but need not be, represented by certificates. Unless this chapter or another section expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
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.
2. At a minimum each share certificate must state on its face all of the following:
2. At a minimum, each share certificate must state on its face all of the following:
a. The name of the issuing corporation and that it is organized under the law of this state.
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.
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.
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, 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 on request in writing and without charge.
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:
4. Each share certificate:
(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.
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 is nevertheless valid.
5. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
89 Acts, ch 288, §46
89 Acts, ch 288, §46; 2021 Acts, ch 165, §52, 230
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.