Notice of Issuance

A notice of issuance is a document that serves in place of a stock certificate. Like a stock certificate, a notice of issuance is delivered to investors in a corporation to verify those investors’ investment, and the amount of investment, in the corporation. It also, like a stock certificate, contains references to any governing documents and agreements that set forth the terms of the issuance of the stock under the notice of issuance. Stock certificates are less common these days than they used to be, and given that many parties prefer to have documents electronically issued, notices of issuance allow companies and shareholders to meet those expectations without having to go through the trouble of having officers in a corporation hand sign and prepare more formal hard copy stock certificates for each shareholder. The Oregon Business Corporation Act permits Oregon corporation to use notices of issuance in place of stock certificates, under ORS 60.164, which states that “Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates.” Nevertheless, some shareholders and corporations still prefer to issue, and be issued, hard copy stock certificates.