N.D. Cent. Code § 10-19.1-66

10-19.1-66. Share certificates - Issuance and contents - Uncertificated shares

1. The shares of a corporation must be certificated shares or uncertificated shares. Each

holder of certificated shares issued in compliance with section 10-19.1-63 is entitled to

a certificate of shares.

2. The shares of a corporation must be represented by certificates signed by the

president or a vice president, and by the secretary, or by an assistant secretary of the

corporation.

3. If a person signs or has a facsimile signature placed upon a certificate while an officer,

transfer agent, or registrar of a corporation, the certificate may be issued by the

corporation even if the person ceases having that capacity before the certificate is

issued, with the same effect as if the person had that capacity at the date of the

certificate's issue.

4. Every certificate representing shares issued by a corporation that is authorized to

issue shares of more than one class must set forth upon the face or back of the

certificate, or must state that the corporation will furnish to any shareholders upon

request and without charge, a full or summary statement of the designations,

preferences, limitations, and 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 or

series, the variations in the relative rights and preferences between the shares of each

of the series to the extent the relative rights and preferences have been fixed and

determined and the authority of the board to fix and determine the relative rights and

preferences of subsequent series. Each certificate representing shares must state

upon its face:

a. The name of the corporation.

b. That the corporation is organized under the laws of this state.

c. The name of the person to whom issued.

d. The number and class of shares and the designation of the series, if any, the

certificate represents.

e. The par value of any share represented by the certificate or a statement the

shares are without par value.

5. A certificate signed as provided under subsection 1 is prima facie evidence of the

ownership of the shares referred to in the certificate.

6. Unless uncertificated shares are prohibited by the articles or bylaws, a corporation

may provide that some or all of any or all classes and series of the corporation's

shares will be uncertificated shares.

a. The action by the corporation provided in this subsection does not apply to

shares represented by a certificate until the certificate is surrendered to the

corporation.

b. Within a reasonable time after the issuance or transfer of uncertificated shares,

the corporation shall give to the new shareholder the information required by this

section to be stated on certificates.

c. The information required under this section is not required to be given to the new

shareholder by a publicly held corporation that adopted a system of issuance,

recordation, and transfer of the corporation's shares by electronic or other means

not involving the issuance of certificates if the system complies with federal law.

d. Except as otherwise expressly provided by statute, the rights and obligations of

the holders of certificated and uncertificated shares of the same class and series

are identical.