State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-676

      Sec. 33-676. Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless sections 33-600 to 33-998, inclusive, or any other provision of the general statutes 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 shall state on its face: (1) The name of the issuing corporation and that it is organized under the law of this state; (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, 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.

      (d) Each share certificate (1) shall 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, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

      (P.A. 94-186, S. 48, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-53:

      Statements on margin of certificate as entering into contract. 73 C. 377. Stock certificate is not a negotiable instrument; its true nature and effect explained; no presumption of consideration where stock pledged as collateral for preexisting debt. 94 C. 606. Stock certificate not essential to constitute one a stockholder. 100 C. 61. Corporation may withhold certificates until subscription is fully paid. 104 C. 694. See also annotations to section 33-348.