(a) Each stock certificate shall include on its face:
(1) The name of the corporation that issues it;
(2) The name of the stockholder or other person to whom it is issued; and
(3) The class of stock and number of shares it represents.
(b) If the corporation has authority to issue stock of more than one class,
the stock certificate shall contain on its face or back a full
statement or summary of:
(1) The designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of
each class which the corporation is authorized to issue; and
(2) If the corporation is authorized to issue any preferred or special
class in series:
(i) The differences in the relative rights and preferences between the
shares of each series to the extent they have been set; and
(ii) The authority of the board of directors to set the relative rights and
preferences of subsequent series.
(c) Instead of a full statement or summary of the information required by
subsection (b) of this section, the certificate may state that the
corporation will furnish a full statement of the required information
to any stockholder on request and without charge.
(d) Without affecting § 8-204 of the Commercial Law Article, if the
corporation which issues the stock imposes a restriction on its
transferability, the stock certificate shall:
(1) Contain a full statement of the restriction; or
(2) State that the corporation will furnish information about the
restriction to the stockholder on request and without charge.
(e) Except as otherwise provided by § 8-204 of the Commercial Law
Article, the fact that a stock certificate does not contain or refer to
a restriction on transferability that is adopted after the date of
issuance of the stock certificate does not mean that the restriction is
invalid or unenforceable.
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