Art. 2.19. Certificates Representing Shares A. A corporation shall deliver certificates representing shares to which shareholders are entitled, or the shares of a corporation may be uncertificated shares. Unless otherwise provided by the articles of incorporation or bylaws, 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. Certificates representing shares shall be signed by such officer or officers as the bylaws of the corporation shall prescribe, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of such officer or officers as the bylaws of the corporation shall prescribe upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such 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 its issuance. B. In the event a corporation is authorized to issue shares of more than one class or series, each certificate representing shares issued by such corporation (1) shall conspicuously set forth on the face or back of the certificate a full statement of all the designations, preferences, limitations, and relative rights of the shares of each class or series to the extent they have been fixed and determined and the authority of the board of directors to fix and determine the designations, preferences, limitations, and relative rights of subsequent series; or (2) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the articles of incorporation on file in the office of the Secretary of State and (b) the corporation will furnish a copy of such statement to the record holder of the certificate without charge on written request to the corporation at its principal place of business or registered office. In the event a corporation has by its articles of incorporation limited or denied the preemptive right of shareholders to acquire unissued or treasury shares of the corporation, each certificate representing shares issued by such corporation (1) shall conspicuously set forth on the face or back of the certificate a full statement of the limitation or denial of preemptive rights contained in the articles of incorporation, or (2) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the articles of incorporation on file in the office of the Secretary of State and (b) the corporation will furnish a copy of such statement to the record holder of the certificate without charge on request to the corporation at its principal place of business or registered office. C. Each certificate representing shares shall state upon the face thereof: (1) That the corporation is organized under the laws of this State. (2) The name of the person to whom issued. (3) The number and class of shares and the designation of the series, if any, which such certificate represents. (4) The par value of each share represented by such certificate, or a statement that the shares are without par value. D. In accordance with Chapter 8, Business & Commerce Code, a corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to this Act. 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. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid. E. No requirement of this Act with respect to matters to be set forth on certificates representing shares of a corporation shall apply to or affect certificates outstanding, when such requirement first becomes applicable to such certificates; but such requirements shall apply to all certificates thereafter issued whether in connection with an original issue of shares, a transfer of shares or otherwise. No certificate representing shares in which any provision of the articles of incorporation, or by-laws, or resolution, or agreement restricting the transfer of shares, shall have been incorporated by reference pursuant to the provisions of Section F of this Article prior to its amendment shall be invalidated or affected by such amendment; but such incorporation by reference shall not be used on certificates hereafter issued whether in connection with an original issue of shares, a transfer of shares, or otherwise. F. Repealed by Acts 1975, 64th Leg., p. 322, ch. 134, Sec. 22, eff. Sept. 1, 1975. G. In the event any restriction on the transfer, or registration of the transfer, of shares shall be imposed or agreed to by the corporation, as permitted by this Act, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under this Act, that such specified document is on file in the office of the Secretary of State and contains a full statement of such restriction. Unless such document was on file in the office of the Secretary of State at the time of the request, a corporation which fails within a reasonable time to furnish the record holder of a certificate upon such request and without charge a copy of the specified document shall not be permitted thereafter to enforce its rights under the restriction imposed on the shares represented by such certificate. H. Repealed by Acts 1975, 64th Leg., p. 322, ch. 134, Sec. 22, eff. Sept. 1, 1975. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 2; Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 2; Acts 1973, 63rd Leg., p. 1490, ch. 545, Sec. 10, eff. Aug. 27, 1973; Acts 1975, 64th Leg., p. 305, ch. 134, Sec. 2, 3, 22, eff. Sept. 1, 1975; Acts 1983, 68th Leg., p. 2565, ch. 442, Sec. 3, eff. Sept. 1, 1983; Acts 1985, 69th Leg., ch. 128, Sec. 6, eff. May 20, 1985; Acts 1987, 70th Leg., ch. 93, Sec. 7, eff. Aug. 31, 1987; Acts 1991, 72nd Leg., ch. 901, Sec. 5, eff. Aug. 26, 1991.

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