Certificate Representing Ownership Interest
[For Corporation]
See Tex. Bus. Orgs. Code § 3.202 regarding the form and validity of certificates. Managerial officials authorized to sign certificates representing ownership interests must sign any certificate representing an ownership interest. Tex. Bus. Orgs. Code § 3.203. The certificate may contain an impression of the entity’s seal, or a facsimile of the entity’s seal may be printed on the certificate, but the certificate may not be issued in bearer form. Tex. Bus. Orgs. Code § 3.202(a).
When an ownership interest that is the subject of a demand for payment (made under section 10.356 of the Texas Business Organizations Code) is transferred, the new certificate must contain a reference to the demand and disclose the name of the original dissenting owner of the ownership interest. Tex. Bus. Orgs. Code § 10.359.
Each certificate representing shares issued by a close corporation must conspicuously state on the front or back of the certificate the exact language specified in section 21.732 of the Texas Business Organizations Code. See Tex. Bus. Orgs. Code § 21.732.
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The following must appear on the front of the certificate. See Tex. Bus. Orgs. Code § 3.202(c)(1). |
ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS
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Continue with the following. |
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[Certificate number] |
[Ownership interests represented by certificate] |
[Name of corporation]
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The following clause must appear on the front of the certificate. Choose “par value” if the ownership interests are shares, or include a statement that shares are without par value. See Tex. Bus. Orgs. Code § 3.202(c)(4). |
[Name of corporation] is authorized to issue [number] [class of ownership interests] [include if applicable:
designation of the series] [par value/[statement indicating that shares are without par value]].
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Include the following if applicable. |
The ownership interests represented by this certificate are subject to
[a voting agreement/an irrevocable proxy/a demand for payment under section 10.356
of the Texas Business Organizations Code. [Include a statement identifying the name of the original
dissenting owner if there is a demand for payment under section 10.356.]].
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Continue with the following. The following information must be stated on the front of the certificate. See Tex. Bus. Orgs. Code § 3.202(c)(2), (3). |
[Name of person or entity to whom this certificate is issued]
[Number] [class of ownership interests] [include if applicable: designation of the series represented by the certificate]
[Date]
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___________________________ |
__________________________ |
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Continue with the following. |
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Include one of the two following clauses on the front or back of the certificate if the corporation is authorized to issue ownership interests of more than one class or series. See Tex. Bus. Orgs. Code § 3.202(b). |
[Conspicuously state the designations, preferences, limitations, and relative rights as described in
section 3.202(b)(1) of the Texas Business Organizations Code.]
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Or |
The Corporation is authorized to issue shares of more than one class of stock or series pursuant to the authority granted it under its certificate of formation. 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.
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Continue with the following. |
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Include one of the four following options if applicable. See Tex. Bus. Orgs. Code § 3.202(d). |
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Option A: If you choose to include the following clause, it must appear on the front of the certificate. See Tex. Bus. Orgs. Code § 3.202(d)(1). |
[Conspicuously state the restriction on transfer or registration of transfer of
ownership interests represented by this certificate.]
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Or |
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Option B: Note that this option has a set of two clauses. If you choose to include the following clauses, the first clause must appear on the front of the certificate, and the second clause must appear on the back of the certificate. See Tex. Bus. Orgs. Code § 3.202(d)(2). |
Transfer or registration of transfer of the ownership interests represented
by this certificate is restricted. See reverse side.
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Reminder: Include the following clause on the back of the certificate only if you choose option B and included the preceding clause on the front of the certificate. |
[State the restriction on transfer or registration of transfer of ownership interests represented by this certificate.]
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Or |
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Option C: If you choose to include the following clause, it may appear on the front or the back of the certificate. See Tex. Bus. Orgs. Code § 3.202(d)(3)(A). |
A Restriction exists pursuant to a [title of document]. The Corporation will furnish a copy of this
document to the record holder of the certificate without charge on written request to
the Corporation at its principal place of business.
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Or |
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Option D: If you choose to include the following clause, it may appear on the front or the back of the certificate. See Tex. Bus. Orgs. Code § 3.202(d)(3)(B). |
[Conspicuously state that a restriction exists pursuant to a specified document and a statement that is
in accordance with section 3.202(d)(3)(B) of the Texas Business Organizations Code.]
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Continue with the following. |
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Include the following on the front or back of the certificate if applicable. See Tex. Bus. Orgs. Code § 21.732. |
These shares are issued by a close corporation as defined by the Texas Business Organizations Code.
Under Chapter 21 of that code, a shareholders’ agreement may provide for management of a close
corporation by the shareholders or in other ways different from an ordinary corporation. This may
subject the holder of this certificate to certain obligations and liabilities not otherwise imposed on
shareholders of an ordinary corporation. On a sale or transfer of these shares, the transferor is
required to deliver to the transferee a complete copy of any shareholders’ agreement.
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Include the following if applicable. |
The shares evidenced by this certificate have not been registered under the Securities Act of 1933,
as amended, or any state laws (the “Securities Acts”). The shares have been acquired for investment
and may not be sold or offered for sale in the absence of an effective registration statement under
the Securities Acts or an opinion of counsel satisfactory to the Corporation that such registration
is not required.