NY Banking L § 5007 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 5 - Corporate Finance 5007 - Certificates Representing Shares.

§ 5007.   Certificates   representing  shares.  1.  The  shares  of  a corporation  shall  be  represented  by   certificates   or   shall   be uncertificated  shares.  Certificates shall be signed by the chairman or a vice-chairman of the board or the president or  a  vice-president  and the secretary or an assistant secretary or, in the case of a corporation which  does  not  have  a  secretary  or  an assistant secretary, by the cashier or an assistant  cashier,  or  the  treasurer  or  an  assistant treasurer  of  the  corporation,  and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the officers  upon a  certificate  may  be  facsimiles  if  (i)  the shares are listed on a registered national  security  exchange,  or  (ii)  the  certificate  is countersigned  by  a  transfer agent or registered by a registrar which, unless the corporation is a trust company, shall be a person other  than the  corporation  itself  or  its  employee. In case any officer who has signed or whose facsimile signature has been placed upon  a  certificate shall  have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of issue.   2. Each certificate representing shares issued by a corporation  which is  authorized  to  issue  shares of more than one class shall set forth upon the face or back of  the  certificate,  or  shall  state  that  the corporation  will  furnish  to  any stockholder upon request and without charge,  a  full  statement  of  the   designation,   relative   rights, preferences and limitations of the shares of each class authorized to be issued  and,  if  the  corporation  is  authorized to issue any class of preferred  shares  in  series,   the   designation,   relative   rights, preferences  and limitations of each such series so far as the same have been fixed and the authority of the  board  to  designate  and  fix  the relative rights, preferences and limitations of other series.   3.  Each  certificate representing shares shall when issued state upon the face thereof:  (a) That the corporation is formed under the laws of this state.  (b) The name of the person or persons to whom issued.  (c) The number and class of shares, and the designation of the series, if any, which such certificate represents.  (d) The par value of each share represented by such certificate.   4. Shares shall be transferable in the manner provided by law  and  in the by-laws.   5.  The corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been  lost  or destroyed,  and the board may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim  that  may  be made  against  it  on  account of the alleged loss or destruction of any such certificate or the issuance of any such new certificate.   6. Unless otherwise provided  by  the  articles  of  incorporation  or by-laws,  the  board  of  directors  of  a  corporation  may  provide by resolution that some or all of any or all  classes  and  series  of  its shares  shall  be  uncertificated  shares, provided that such resolution shall not apply to  shares  represented  by  a  certificate  until  such certificate  is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written  notice  containing the  information  required  to  be  set  forth or stated on certificates pursuant to subdivisions two  and  three  of  this  section.  Except  as otherwise  expressly  provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations  of  the holders  of  certificated  shares  and the rights and obligations of the  holders of certificates representing shares of the same class and series shall be identical.