2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 508 - Certificates Representing Shares.

§ 508. Certificates representing shares.
(a)  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  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:  (1)
the  certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employee, or (2)  the
shares  are  listed  on a registered national security exchange. 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 were such officer at the date of issue.
(b) 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 shareholder  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.
(c) Each certificate representing shares shall  state  upon  the  face
thereof:
(1) That the corporation is formed under the laws of this state.
(2) The name of the person or persons to whom issued.
(3) The number and class of shares, and the designation of the series,
if any, which such certificate represents.
(d)  Shares shall be transferable in the manner provided by law and in
the by-laws.
(e) 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.
(f) 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 paragraphs (b) and (c) 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
certificates  representing  shares of the same class and series shall be
identical.