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Standard Clauses for Stock and Ownership Certificates


RESTRICTIONS ON TRANSFER


General
1A The shares represented by this certificate are subject to restriction on transfer. A copy of the restrictions will be furnished by the corporation to the holder of this certificate upon written request and without charge.

Articles of Incorporation
1B Transferability of the share represented by this certificate is restricted by the Articles of Incorporation. The corporation will furnish to any Shareholders’ of record upon request and without charge a full statement of the restrictions.
1C The transfer of the shares of the corporation is restricted by the Articles of Incorporation, a copy of which is on file at the office of the corporation.
1D Transfer subject to restrictions in the Articles of Incorporation.

Certificate of Incorporation
1E Transferability of the share represented by this certificate is restricted by the Certificate of Incorporation. The corporation will furnish to any shareholders’ of record upon request and without charge a full statement of the restrictions.
1F The transfer of the shares of the corporation is restricted by the Certificate of Incorporation, a copy of which is on file at the office of the corporation.
1G Transfer subject to restrictions in the Certificate of Incorporation.

Bylaws
1H Transferability of the shares represented by this certificate is restricted by the Bylaws. The corporation will furnish to any shareholders’ of record upon request and without charge a full statement of the restrictions.
1J The transfer of the shares of the corporation is restricted by Bylaws,
a copy of which is on file at the office of the corporation.
1K Transfer subject to restrictions in the Bylaws.

Shareholders’ Agreement
1L Transferability of the share represented by this certificate is restricted by the Shareholders’ Agreement. The corporation will furnish to any shareholders’ of record upon request and without charge a full statement of the restrictions.
1M The transfer of the shares of the corporation is restricted by the Shareholders’ Agreement, a copy of which is on file at the office of the corporation.
1N Transfer subject to restrictions in the Shareholders’ Agreement.

Articles of Organization
1P Transferability of this certificate is restricted by the Articles of Organization. The Company will furnish upon request and without charge a full statement of the restrictions.
1Q Transferability of this certificate is restricted by the Operating Agreement.
The Company will furnish upon request and without charge a full statement of the restrictions.

Certificate of Formation
1R Transferability of this certificate is restricted by the Certificate of Formation. The Company will furnish upon request and without charge a full statement of the restrictions.

Multiple classes of shares


General
2A The corporation will furnish to any shareholders’ upon request without charge, a full statement of the designation, relative rights, preferences and limitations of each class of shares and series of shares authorized to be issued.

With authority of the board of directors to divide share into classes
2B The Corporation will furnish to any shareholders’, upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, and of the authority of the board of directors to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series.

Voting power vested in Class A only
2C Each class of authorized shares of the corporation are identical in all respects except that the Class A Common shares have the sole voting power of the corporation and the Class B Common Shares have no voting power.

Preference
2D The Common shares of the corporation are subject, in all respects, to the prior rights of the holders of Preferred shares as provided in the Certificate of Incorporation.
2E The Common shares of the corporation are subject, in all respects, to the prior rights of the holders of Preferred shares as provided in the Articles of Incorporation.

Close Corporation


General
3A A CLOSE CORPORATION

With transfer restrictions
3B A Close Corporation subject to transfer restrictions. A copy of the restrictions will be provided without charge on written request

Management by Shareholders
3C The business and affairs of the corporation shall be managed by its shareholders’.

Securities Act: Certificates Not Registered


5A The shares represented by this certificate have not been registered under the Securities Act of l933. These shares have been acquired for investment and not with a view to distribution or resale, and may not be mortgaged, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of l933 or an opinion of counsel for the corporation that registration is not required under such act.

5B The shares represented by this certificate have not been registered under the securities Act of l933. The shares have been acquired for investment and may not be transferred unless (i) a Registration Statement with respect to the shares shall be effective under The Securities Act of l933 and there shall have been compliance with applicable state law or (ii) the corporation shall have received a "no action" letter from the Securities and Exchange Commission covering such transfer and the equivalent ruling or letter pursuant to applicable state law, each in form satisfactory to the corporation or (iii) The corporation shall have received an opinion of legal counsel satisfactory to it that no violation of such act, or other applicable law, will be involved in such transfer.

5C The shares represented by this certificate have not been registered under any federal or state securities law. They have been acquired for investment and may not be transferred without an effective registration statement pursuant to such laws or an opinion of legal counsel satisfactory to the Corporation that registration is not required

Professional Corporations, Professional Associations and Associations


6A A PROFESSIONAL CORPORATION

6B A PROFESSIONAL ASSOCIATION
Note: The text and assignment on a Corporation certificate is not appropriate for an Association. We supply a certificate with association text and assignment if you order Clause 6B or 6C. The charge is $27.50 extra. There is no separate charge for the standard clause.

6C AN ASSOCIATION
Note: Extra charge, $27.50. See 6B above.

Specific State Clauses


California
Note: Small Offering Exemption. Sec 25102(h), Cal. Corp. Code. You may select the following preprinted certificates at no additional charge:
Close corporation certificate with 7CA1 and 7CA2.
Transfer restriction certificate with 7CA1 printed in red.
Limited Offering Exemption, Sec. 25102(f), Cal. Corp. Code, does not require a special printed legend. However, you may wish to order our standard certificates with one of the clauses in 5 above, at extra cost.
Professional corporation certificates for each profession are available, see 7CA3.

7CA1 It is unlawful to consummate a sale or transfer of this security, or any interest therein or to receive any consideration therefor, without the prior written consent of the Commissioner of Corporations of the State of California, except as permitted in the Commissioner's Rules.

7CA2 This Corporation is a Close Corporation. The number of holders of record of its shares of all classes cannot exceed
.An attempted voluntary inter vivos transfer which would violate this requirement is void. Refer to Articles, Bylaws and any agreements on file with the Secretary of the Corporation for further restrictions.

7CA3 Professional Corporations
Note: The Corporations Code and Regulations for each profession require special printing of professional share certificates. We have developed special California Professional Share Certificates for each profession containing the appropriate legends. Provide us with the specific profession and our catalog number from the following list and we will print your certificates with the appropriate legend. There is an extra charge of $27.50 for each corporate outfit or certificate order for these professional certificates.

3.1 Accountancy 3.7 Licensed Clinical Social Worker 3.13 Physical Therapy
3.2 Acupuncture 3.8 Marriage, Family or Child Counseling 3.13A Physicians' Assistants
3.2A Architects 3.9 Medical 3.14 Podiatry
3.3 Audiology 3.9A Nursing 3.15 Psychology
3.4 Chiropractic 3.10 Optometric 3.16 Shorthand Reporting
3.5 Dentistry 3.11 Osteopathic 3.17 Speech Pathology
3.6 Law 3.12 Pharmacy 3.18 Veterinarian

7CA4 Mutual Benefit, Membership and Non-profit corporations - Call for information.

SPECIFIC STATE CLAUSES for DELAWARE
7DE1 The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SPECIFIC STATE CLAUSES for GEORGIA
7GA1The rights of shareholders' in a statutory close corporation may differ materially from the rights of shareholders' in other corporations. Copies of the articles of incorporation and bylaws, Shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholders' on written request to the corporation.

SPECIFIC STATE CLAUSES for MASSACHUSETTS
7MA1First refusal option of corporation to purchase stockholders shares, printed on reverse side. Note: Extra charge $9.50.

SPECIFIC STATE CLAUSES - MARYLAND
7MD1The transfer of stock of a professional corporation is restricted by the Maryland Professional Service Corporation Act and is subject to further restriction imposed from time to time by the licensing unit. Stock of a professional corporation is also subject to a statutory compulsory repurchase obligation.

SPECIFIC STATE CLAUSES - MISSOURI
7MO1The rights of shareholders’ in a statutory close corporation may differ materially from the rights of shareholders’ in other corporations. Copies of the articles of incorporation and bylaws, Shareholders’ agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholders’ on written request to the corporation.

SPECIFIC STATE CLAUSES - MONTANA
7MT1The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the certificate of incorporation, bylaws, shareholders; agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation

SPECIFIC STATE CLAUSES - NEVADA
7NV1The rights of stockholders in a close corporation may differ materially from the rights of shareholders in other corporation. Copies of the certificate of incorporation, bylaws, shareholders' agreements and other documents, any of which my restrict transfers of stock and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.

SPECIFIC STATE CLAUSES - NEW JERSEY
7NJ1 A full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, will be furnished to any shareholders’ upon request and without charge.

7NJ2 A full statement of the authority of the Board of Directors to divide the shares into classes or series and to determine or change the relative rights, preferences and limitations of any class or series will be furnished to any shareholders’ upon request and without charge.

SPECIFIC STATE CLAUSES - NEW YORK
7NY1 The Corporation will furnish to any shareholders' upon request without charge, a full statement of the designation, relative rights, preferences and limitations of each class of shares and series of shares authorized to be issued.

7NY2 Notice is given that the certificate of incorporation contains provisions authorized by one or more of the following sections of the Business Corporation Law, vis. 616, 620, 1002, which sections prescribed special provisions for quorum or vote of shareholders', control of directors and voluntary dissolution.

7NY3 Transferability and sale of these shares is restricted by the provisions of Article 15 of the Business Corporation Law and may be further restricted by the provisions of the certificate of incorporation, bylaws, stock purchase or stock redemption agreement. Any sale or transfer in violation of such restrictions shall be void.

7NY4 This entity is a benefit corporation organized under Article seventeen
of the New York Business Corporation Law.

SPECIFIC STATE CLAUSES - PENNSYLVANIA
7PA1 The rights of shareholders' in a statutory close corporation may differ materially from the rights of shareholders' in other corporations. Copies of the articles of incorporation and bylaws, agreements among shareholders' or other documents, which may restrict transfers and affect voting and other rights, may be obtained by a shareholders' on written request to the corporation.

SPECIFIC STATE CLAUSES - TEXAS
7TX1 These shares are issued by a close corporation as defined by the Texas Business Corporation Act. 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 any sale or transfer of these shares, the transferor is obligated to deliver to the transferee a complete copy of any Shareholders' agreement.

SPECIAL TEXT CERTIFICATES

National ban, co-operative, municipal bond, corporate bond, foreign corporation, membership, public corporation, association, FHA's, script, warrants and certificates with logs and pictures are just a few of the varieties we produce.

A large selection of our own and Goes borders in-stock enable us to give you rapid service. To order, furnish specimen, typewritten copy, copy of certificate of incorporation, amendment, etc. To obtain specimens from our file, let us know what type of certificate you need.

FREE SHIPPING on Orders $50 or More
to the contiguous 48 states; orders under $50, $12.95 (see exceptions.) Corporate/LLC Kits FREE (seals, stamps $8.95).


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BlumbergExcelsior, Inc.
Since 1887, BlumbergExcelsior, Inc. All Rights Reserved
Terms of Sale

Corporate Headquarters
100 Wall Street, Suite 503, New York, NY 10005;
212 431-5000 fax 917 243-5794, Hours 8:45am - 5:45pm

New York Corporate Services
236 Broadway, Menands, NY 12204;
518 436-0855, Hours 8:00am - 5:00pm

Texas Corporate Services
PO Box 151929, Austin, TX 78715-1929;
512 478-6620, Hours 8:00am - 5:00pm

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