(805 ILCS 5/6.35)
(from Ch. 32, par. 6.35)
Shares represented by certificates and uncertificated shares.
The issued shares of a corporation shall be represented by certificates
or shall be uncertificated shares. Certificates shall be signed
by the appropriate corporate officers and may be sealed with
the seal, or a facsimile of the seal, of the corporation, if the corporation
uses a seal. In case the seal
of the corporation is changed after the certificate is sealed with the seal
or a facsimile of the seal of the corporation, but before it is issued, the
certificate may be issued by the corporation with the same effect as if the
seal had not been changed. If a certificate is countersigned by a transfer
agent or registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.
In case any officer of the corporation, or any officer or employee of the
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon such certificate ceases to be an officer of the
corporation, or an officer or employee of the transfer agent or registrar
before such certificate is issued, the certificate may be issued by the
corporation with the same effect as if the officer of the corporation, or
the officer or employee of the transfer agent or registrar had not ceased
to be such at the date of its issue.
Every 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 a full summary or statement of all of the
designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be
issued, and, if the corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have
been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.
Such statement may be omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such statement, in full, will
be furnished by the corporation to any shareholder upon request and without
Each certificate representing shares shall also state:
(a) That the corporation is organized under the laws of this State.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the series,
if any, which such certificate represents.
No certificate shall be issued for any share until such share is fully
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 this Section.
Except as otherwise expressly provided by law, the rights and obligations
of the holders of uncertificated shares and rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
(Source: P.A. 83-1025.)