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Shares represented by certificates and uncertificated shares - 15 Pa. Cons. Stat. § 1528

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     § 1528.  Shares represented by certificates and uncertificated
                shares.
        (a)  General rule.--The shares of a business corporation
     shall be represented by certificates or shall be uncertificated
     shares.
        (b)  Issue of certificates.--Every shareholder shall, except
     as otherwise provided in a provision of the articles adopted
     pursuant to subsection (f) or in the terms of a subscription
     that has not been fully performed by the subscriber, be entitled
     to a share certificate representing the shares owned by him.
        (c)  Form of certificate.--Share certificates shall state:
            (1)  That the corporation is incorporated under the laws
        of this Commonwealth.
            (2)  The name of the person to whom issued.
            (3)  The number and class of shares and the designation
        of the series, if any, that the certificate represents.
        (d)  Notice of variations in rights.--Every certificate
     representing shares issued by a business corporation that is
     authorized to issue shares of more than one class or series
     shall set forth upon the face or back of the certificate (or
     shall state on the face or back of the certificate that the
     corporation will furnish to any shareholder upon request and
     without charge) a full or summary statement of the designations,
     voting rights, preferences, limitations and special rights of
     the shares of each class or series authorized to be issued so
     far as they have been fixed and determined and the authority of
     the board of directors to fix and determine the designations,
     voting rights, preferences, limitations and special rights of
     the classes and series of shares of the corporation. See also
     sections 1524(d) (relating to rights of subscribing
     shareholder), 1529(f) (relating to notice to transferee) and
     2321(c) (relating to notice of statutory close corporation
     status).
        (e)  Execution.--Every share certificate shall be executed,
     by facsimile or otherwise, by or on behalf of the corporation
     issuing the shares in such manner as it may determine.
        (f)  Uncertificated shares.--The articles may provide that
     any or all classes and series of shares, or any part thereof,
     shall be uncertificated shares except that such a provision
     shall not apply to shares represented by a certificate until the
     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 by subsections (c) and
     (d). Except as otherwise expressly provided by law, the rights
     and obligations of the holders of shares represented by
     certificates and the rights and obligations of the holders of
     uncertificated shares of the same class and series shall be
     identical. See section 2321(a) (relating to uncertificated
     shares prohibited).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days)

        1992 Amendment.  Act 169 amended subsec. (f).
        1990 Amendment.  Act 198 amended subsecs. (b), (d) and (f).
        Cross References.  Section 1528 is referred to in sections
     1502, 1524, 1529, 1554, 1914, 2547 of this title.

Last modified: November 27, 2007