Arizona Laws 10-601. Authorized shares
A. The articles of incorporation shall 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 shall prescribe a distinguishing designation for each class, and before the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations and relative rights identical to those other shares of the same class except to the extent otherwise permitted by section 10-602.
Terms Used In Arizona Laws 10-601
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Person: includes an individual and entity. See Arizona Laws 10-140
- Property: includes both real and personal property. See Arizona Laws 1-215
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
B. The articles of incorporation shall authorize both of the following:
1. One or more classes of shares that together have unlimited voting rights.
2. One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation on dissolution.
C. The articles of incorporation may authorize one or more classes of shares that:
1. Have special, conditional or limited voting rights or no right to vote, except to the extent prohibited by chapters 1 through 17 of this title.
2. Are redeemable or convertible as specified in the articles of incorporation either:
(a) At the option of the corporation, the shareholder or another person or on the occurrence of a designated event.
(b) For cash, indebtedness, securities or other property.
(c) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
4. Have preference over any other class of shares with respect to distributions, including dividends and distributions on the dissolution of the corporation.
D. The description of the designations, preferences, limitations and relative rights of share classes in subsection C of this section is not exhaustive.