180.0625(1)(c)(c) The number and class of shares and the designation of the series, if any, that the certificate represents.
180.0625(2)(2)If the issuing corporation is authorized to issue different classes of shares or different series within a class, the front or back of each certificate shall contain any of the following:
180.0625(2)(a)(a) A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.
180.0625(2)(b)(b) A conspicuous statement that the corporation will furnish the shareholder the information described in par. (a) on request, in writing and without charge.
180.0625(3)(3)
180.0625(3)(a)(a) Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors.
180.0625(3)(b)(b) The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued.
180.0625 HistoryHistory: 1989 a. 303.
180.0626180.0626Shares without certificates.
180.0626(1)(1)Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation.
180.0626(2)(2)Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on share certificates by s. 180.0625 (1) and (2) and, if applicable, s. 180.0627.
180.0626(3)(3)Unless this chapter or ch. 408 expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
180.0626 HistoryHistory: 1989 a. 303.
180.0627180.0627Restriction on transfer of shares and other securities.
180.0627(1)(1)In this section:
180.0627(1)(a)(a) “Other securities” include securities that are convertible into or carry a right to subscribe for or acquire shares.
180.0627(1)(b)(b) “Transfer restriction” means a restriction on the transfer or registration of transfer of shares and other securities of a corporation.
180.0627(2)(2)
180.0627(2)(a)(a) Except as provided in par. (b), the articles of incorporation, bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the corporation may impose a transfer restriction on shares and other securities of the corporation for any reasonable purpose, including but not limited to any of the following purposes:
180.0627(2)(a)1.1. Maintaining the corporation’s status when it is dependent on the number or identity of its shareholders.
180.0627(2)(a)2.2. Preserving exemptions under federal or state securities law.
180.0627(2)(b)(b) A transfer restriction may not affect shares and other securities issued before the restriction is adopted unless the holders of the shares and other securities are parties to the transfer restriction agreement or vote in favor of the transfer restriction.
180.0627(3)(3)A transfer restriction is valid and enforceable against the holder or a transferee of the holder if the transfer restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by s. 180.0626 (2). Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction.
180.0627(4)(4)The transfer restrictions permitted under this section include, but are not limited to, transfer restrictions that do any of the following:
180.0627(4)(a)(a) Obligate the shareholder or holder of other securities first to offer the corporation or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities.
180.0627(4)(b)(b) Obligate the corporation or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities.
180.0627(4)(c)(c) Require the corporation, the holders of any class of its shares or other securities or another person to approve the transfer of the restricted shares or other securities, if the requirement is not manifestly unreasonable.
180.0627(4)(d)(d) Prohibit the transfer of the restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
180.0627 HistoryHistory: 1989 a. 303.