Current Bill Summary

CCS/SCS/HB 678 - The act allows a corporation to specify that classes or series of its stock will be uncertificated shares. The corporation must specify this in its articles of incorporation or its bylaws. Every holder of stock represented by certificate is entitled to have a certificate from the corporation. Upon request, a corporation must furnish to holders of uncertificated shares information regarding the voting powers, designations, and preferences along with other special rights of each class of stock. Remedies outlined in Section 351.405 for the rights of dissenting shareholders with respect to a transaction are the exclusive remedy for the shareholder unless there is fraud or lack of authorization for the transaction. The act also adds the provision entitling holders of uncertificated shares to receive a statement of holdings from the company.

ANDY LYSKOWSKI