35-1-618. Authorized shares. (1) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class. Prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical to those of other shares of the same class, except to the extent otherwise permitted by 35-1-619.
(2) (a) The articles of incorporation must authorize:
(i) one or more classes of shares that together have unlimited voting rights; and
(ii) one or more classes of shares which may be the same class or classes as those with voting rights.
(b) The classes of shares listed in subsections (2)(a)(i) and (2)(a)(ii), taken together are entitled to receive the net assets of the corporation upon dissolution.
(3) The articles of incorporation may authorize one or more classes of shares that:
(a) have special, conditional, or limited voting rights or no right to vote, except to the extent prohibited by this chapter;
(b) are redeemable or convertible as specified in the articles of incorporation:
(i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(ii) for cash, indebtedness, securities, or other property; and
(iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(c) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; and
(d) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(4) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) is not exhaustive.
(5) When authorized by its articles of incorporation to do so, a corporation may issue bonds, debentures, or other obligations convertible into shares of any class in the amounts and on terms and conditions that may be provided by resolutions of the board of directors.
History: En. Sec. 33, Ch. 368, L. 1991.