§ 4-26-102 - Definitions.
4-26-102. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) "Corporation" or "domestic corporation" means a corporation for profit subject to the provisions of this chapter, except a foreign corporation;
(2) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter;
(3) "Articles of incorporation" means the original or restated articles of incorporation and all amendments thereto;
(4) "Shares" means the units into which the proprietary interests in a corporation are divided;
(5) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation;
(6) "Shareholder" means one who is a holder of record of shares in a corporation;
(7) "Authorized shares" means the shares of all classes which the corporation is authorized to issue;
(8) "Treasury shares" means shares of a corporation which have been issued, have been subsequently acquired by and belong to the corporation, and have not been cancelled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but shall not be considered as an asset of the corporation or as outstanding for dividend, quorum, voting, or other purposes;
(9) "Net assets" means the amount by which the total assets of a corporation, excluding treasury shares, exceed the total debts of the corporation;
(10) "Stated capital" means, at any particular time, the sum of:
(A) The par value of all shares, including treasury shares, of the corporation having a par value that have been issued and have not been cancelled or redeemed;
(B) The consideration fixed by the corporation in the manner provided by law for all shares, including treasury shares, of the corporation without par value that have been issued and have not been cancelled or redeemed, except that part of the consideration actually received therefor as may have been allocated to capital surplus in a manner permitted by law; and
(C) Such amounts not included in subdivisions (10)(A) and (B) of this section as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sum as have been effected in a manner permitted by law;
(11) "Surplus" means the excess of the net assets of a corporation over its stated capital. "Surplus" shall be classified into "earned surplus" or "retained earnings" and "capital surplus"; and these classifications shall be shown separately on the books, balance sheets, and statements of the corporation;
(12) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its business;
(13) "Accrued preferential dividends" means the aggregate amount which, at any time, would be payable as dividends on shares having preference in respect to dividends before dividends can be paid to the holders of shares whose rights as to dividends are subordinate to this preference. For the purpose of this definition, a dividend is deemed paid if it has been declared, and funds for its payment have been set aside;
(14) "Principal place of business", as used in this chapter, refers to the place in this state where the corporation maintains its principal business office; and the principal place of business may be different from the corporation's "registered office".