Arizona Laws 10-623. Share dividends
A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata without consideration to the corporation‘s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
Terms Used In Arizona Laws 10-623
- 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
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- 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.
- Record date: means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its shareholders and their shareholdings for purposes of chapters 1 through 17 of this title. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
B. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless one of the following occurs:
1. The articles of incorporation so authorize.
2. A majority of the votes entitled to be cast by the class or series to be issued approves the issue.
3. There are no outstanding shares of the class or series to be issued.
C. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.