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§ 2-211. Components of stock certificate

West's Annotated Code of MarylandCorporations and Associations

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 2. Issuance of Securities
MD Code, Corporations and Associations, § 2-211
§ 2-211. Components of stock certificate
Contents
(a) Each stock certificate shall include on its face:
(1) The name of the corporation that issues it;
(2) The name of the stockholder or other person to whom it is issued; and
(3) The class of stock and number of shares it represents.
If more than one class
(b) If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of:
(1) The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue; and
(2) If the corporation is authorized to issue any preferred or special class in series:
(i) The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and
(ii) The authority of the board of directors to set the relative rights and preferences of subsequent series.
Full statement on request
(c) Instead of a full statement or summary of the information required by subsection (b) of this section, the certificate may state that the corporation will furnish a full statement of the required information to any stockholder on request and without charge.
Restrictions on transferability
(d) Without affecting § 8-204 of the Commercial Law Article, if the corporation which issues the stock imposes a restriction on its transferability, the stock certificate shall:
(1) Contain a full statement of the restriction; or
(2) State that the corporation will furnish information about the restriction to the stockholder on request and without charge.
Restriction adopted after date of issuance
(e) Except as otherwise provided by § 8-204 of the Commercial Law Article, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1999, c. 459, § 1, eff. Oct. 1, 1999.
Formerly Art. 23, § 27.
MD Code, Corporations and Associations, § 2-211, MD CORP & ASSNS § 2-211
Current through legislation effective through May 9, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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