Nevada § 78.235 - Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement

§ 78.235. Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement

1. Except as otherwise provided in subsection 4, every stockholder is entitled to

have a certificate, signed by officers or agents designated by the corporation for

the purpose, certifying the number of shares in the corporation owned by the stockholder. A corporation has no power to issue a certificate in bearer form, and any such certificate

that is issued is void and of no force or effect. 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer

agent or transfer clerk, and by a registrar, then a facsimile of the signatures of

the officers or agents, the transfer agent or transfer clerk or the registrar of the

corporation may be printed or lithographed upon the certificate in lieu of the actual

signatures. If a corporation uses facsimile signatures of its officers and agents on its stock

certificates, it cannot act as registrar of its own stock, but its transfer agent

and registrar may be identical if the institution acting in those dual capacities

countersigns or otherwise authenticates any stock certificates in both capacities. 3. If any officer or officers who have signed, or whose facsimile signature or signatures

have been used on, any certificate or certificates for stock cease to be an officer

or officers of the corporation, whether because of death, resignation or other reason,

before the certificate or certificates have been delivered by the corporation, the

certificate or certificates may nevertheless be adopted by the corporation and be

issued and delivered as though the person or persons who signed the certificate or

certificates, or whose facsimile signature or signatures have been used thereon, had

not ceased to be an officer or officers of the corporation. 4. Unless otherwise provided in the articles of incorporation or bylaws, the board

of directors may authorize the issuance of uncertificated shares of some or all of

the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for

shares until surrendered to the corporation, or on the respective rights and obligations

of the stockholders. Unless otherwise provided by a specific statute, the rights and obligations of stockholders

are identical whether or not their shares of stock are represented by certificates. 5. Within a reasonable time after the issuance of uncertificated shares or the transfer

of uncertificated shares on the books of the corporation, the corporation shall send

the stockholder of record a written statement containing the information that otherwise

would be required on the certificates for such shares pursuant to subsection 1. Within 10 days after receipt of a written request from a stockholder of record,

the corporation shall send the stockholder of record a written statement confirming

the information contained in the informational statement previously sent to the stockholder

of record pursuant to this subsection. 6. Unless otherwise provided in the articles of incorporation or bylaws, a corporation

may issue a new certificate of stock or, if authorized by the board of directors pursuant

to subsection 4, uncertificated shares in place of a certificate previously issued

by it and alleged to have been lost, stolen or destroyed. A corporation may require an owner or legal representative of an owner of a lost,

stolen or destroyed certificate to give the corporation a bond or other security sufficient

to indemnify it against any claim that may be made against it for the alleged loss,

theft or destruction of a certificate, or the issuance of a new certificate or uncertificated

shares.