How to order multiple class certificates

Fair notice considerations embodied in most state corporate statutes set minimum criteria for the printing of multiple class share certificates. In addition to the essential information necessary on single class certificates, the shares of each class of a multiple class corporation must have printed on them:

1. The title of every class of shares authorized to be issued by the corporation.

2. Either (a) or (b)
 (a) A clause stating that a full statement of the rights, preferences, designations and limitations of every class of shares will be furnished to any shareholders’ requesting it.
(b) A full statement of the rights, preferences, designations and limitations of every class of Shares authorized to be issued by the corporation. This may be printed on the front or back of the certificate; if printed on the back, reference to it must be made on the front.

 3. A statement designating which class the particular certificate belongs to. (It is common practice to use a different colored border for each class)

If you fail to include the information on the certificates as set forth above you face possible claims by dissatisfied shareholders’ of one class that they were never given notice that shareholders’ of other classes enjoyed preferences in dividends, liquidations, etc. You can check your state corporate statutes and case law on this issue. In any event you can minimize your exposure by having the certificates printed properly.

If you are amending the certificate of incorporation to change only one class, or ordering an additional class, Holders of outstanding classes that are not changing should be notified. An effective way to do this is issue new Certificates to all outstanding shareholders’ of all classes.

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To place orders properly, we need:

1. Corporation name
2. State of incorporation
3. Total authorized shares and, for each class, title, number of authorized shares, & par value (or “non par value”) of each class.

An example of how this might be written follows:
Authorized to issue 2500 shares.
1500 shares Class A Common, no par value
500 shares Class B Common, non-voting, no par value
500 shares 8% cumulative preferred, non-voting, par value $150 per share.

4. Either (a), (b) or (c)
(a) The appropriate standard clause chosen from the list of standard clauses.
(b) Send aWord, RTF or TXT electronic file of the article in the certificate of incorporation showing the capitalization of the corporation and the rights, preferences, designations and limitations of each class. (Or better yet, send us a copy of the certificate and we will find the appropriate language.)
(c) Your own clause, up to 100 words in a Word, RTF or TXT electronic file.

5. Number of certificates to be printed in each class. The minimum number of certificates printed for 4(a) orders is 20, for 4(b) orders 1540 or 4(c) it is 20. We will divide them equally among classes unless you specify otherwise. We recommend that you anticipate future needs by ordering more than the minimum. The total cost of additional certificates is minimal ; however a re-order at a later date is expensive because we must set up the whole order again. For the same economic reasons, if you only need to re-order one class of shares, anticipate your needs for the remaining classes and reduce costs by ordering them simultaneously

6. Printed numbers on certificates. Each class should have a letter prefixed to the number designation (“P” for preferred, A for class A, etc.) and the number. For new issues start at No. 1. If you are re-ordering certificates without change you must give us the correct number to start with. If you are revising the capitalization by amendment it is appropriate to start both new classes and existing classes at No. 1 if all the outstanding certificates are to be exchanged for new ones.

For public offerings, signature and seal cuts or any other complex printing requirements, call our certificate specialists at 800-221-2972 Ext. 2 for assistance and samples.

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Prices for multiple class certificates pursuant to 2(a), above

• - 20 lithographed certificates imprinted and numbered , stubs, covers and SPECIMEN, bound in a loose leaf section, $50.70.
    See order blank for loose certificates.
• - Additional certificates (including stubs), $0.38 ea..
• - Certificate book capacity, 50 certificates, each additional book of 50 certificates, $9.70
• - Multiple class clause (standard clause), $10.50
• - Additional class recited (numbering ea. class, 2nd cert. border color, shares divided evenly unless specified otherwise), $37.10
• 50 word custom clause imprinted, $37.40. Only $20.00 if Word, RTF or TXT electronice file sent, no additional charge. If test must be printed or continues on reverse side, $25.00 additional.
• 100 word custom clause imprinted, $44.60, Only $30.00 if Word, RTF or TXT electronice file sent, no additional charge. If test must be printed or continues on reverse side, $25.00 additional.
• Printing on reverse side, $25.00
  
  Example: 30 certificates (DE corporation), 20 Class A Voting numbered A1 - A 20 and 10 Class B Non-Voting numbered B1 - B10.

Please anticipate long term needs when you choose the quantity of certificates since the cost of additional certificates is low compared to the cost to reorder.

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Special Text Certificates

Prices for special text certificates and multiple class certificates pursuant to 2(b), above

National bank, cooperative, municipal bond, corporate bond, foreign corporation, membership and association certificates are just a few of the varieties we produce. Prices are for 8 1/2" x 11" certificates with full-page stubs. We also offer a variety of certificate borders in 8 1/2" x 15" with perforated stubs, and 8 1/2" x 15" bond certificates, please contact us for quotations. A large selection of our own and Goes borders in stock enable us to give you rapid service. To order, furnish sample, typewritten copy, or a copy of certificate of incorporation, amendment, etc.

• - 40 printed, numbered certificates, stubs, covers and SPECIMEN, bound in a loose leaf section, $208.00,
• or if ordered with a corporate outfit, add to outfit price, $190.00
• - 200 words of special text, each additional 100 words or part, $44.60, if Word, RTF or TXT electronice file sent, no additional charge. If test must be printed or continues on reverse side, $25.00 additional.
• - Each additional certificate, $0.38 each
• - Certificate book capacity, 50 certificates, each additional book of 50 certificates, $9.70
• - Additional class recited (numbering ea. class, 2nd cert. border color, shares divided evenly unless specified otherwise), $37.10
• - Printing on reverse side, $25.00