Legal Question in Business Law in Florida
Common Stock Certificates (non-assessable)
We want the stock certificates to read in part ''Transferable only on the books of the Corporation by the holder hereof in person, by a representative chosen by the holder or if the Holder chooses by the President of said Corporation upon surrender of this Certificate.'' Is this allowable or is there some law that mandates that it read differently?
1 Answer from Attorneys
Re: Common Stock Certificates (non-assessable)
NOTICE: The information provided in this response is not, nor is it intended to be, legal advice. Many factors contribute to providing legal advice, including the specific facts of a situation. You should consult a competent attorney in your jurisdiction for advice regarding your individual situation. By reading the "Response" to your question or comment, you acknowledge that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. If you do not agree, then do not read any further.
Florida law does not require a specific form of disclosure regarding the procedure for transferring shares to appear on the stock certificate. However, there are provisions of the Florida Statutes (for e.g. Section 607.0627) which set out certain parameters for restrictions on the transfer or registration of shares, including that the holder of the shares or his transferee have knowledge of any restriction. It is not possible to tell from your question what you are trying to achieve with the language you propose. I strongly suggest that you review this matter with a business attorney who can recommend appropriate language for the stock certificate, shareholders agreement and/or bylaws to accomplish your objectives.
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