2023 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.