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New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 503. Capital certificates

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) Each capital certificate shall be signed by the chairman or vice-chairman of the board or the president or a vice-president   1 and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.  The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

(b) Each capital certificate shall when issued state upon the face thereof:

(1) The name of the member to whom issued.

(2) The amount of the member's capital contribution evidenced by such certificate.

(3) If appropriate, that the corporation is a non-charitable corporation, and that its certificate of incorporation provides that the capital certificate is transferable to other members with the consent of the corporation.

(4) The fact that the corporation is a not-for-profit corporation, and that the capital certificate is non-transferable or is transferable to other members, with the consent of the corporation, shall be noted conspicuously on the face or back of each such certificate.

(c) Renumbered as par. (b), subpar. (4), by L.2013, c. 549, § 51, eff. July 1, 2014.

1  So in original.
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Cite this article: FindLaw.com - New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 503. Capital certificates - last updated January 01, 2026 | https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-503/

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