490.601 - AUTHORIZED SHARES.

        490.601  AUTHORIZED SHARES.         1.  The articles of incorporation must set forth any classes of      shares and series of shares within a class, and the number of shares      of each class and series, that the corporation is authorized to      issue.  If more than one class or series of shares is authorized, the      articles of incorporation must prescribe a distinguishing designation      for each class or series and must describe, prior to the issuance of      shares of a class or series, the terms, including the preferences,      rights, and limitations of that class or series.  Except to the      extent varied as permitted by this section, all shares of a class or      series must have terms, including preferences, rights, and      limitations that are identical with those of other shares of the same      class or series.         2.  The articles of incorporation must authorize all of the      following:         a.  One or more classes or series of shares that together have      unlimited voting rights.         b.  One or more classes or series 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 upon      dissolution.         3.  The articles of incorporation may authorize one or more      classes or series of shares that have any of the following qualities:         a.  Have special, conditional, or limited voting rights, or no      right to vote, except to the extent otherwise provided by this      chapter.         b.  Are redeemable or convertible as specified in the articles      of incorporation in any of the following ways:         (1)  At the option of the corporation, the shareholder, or another      person or upon the occurrence of a specified event.         (2)  For cash, indebtedness, securities, or other property.         (3)  At prices and in amounts specified, or determined in      accordance with a designated formula.         c.  Entitle the holders to distributions calculated in any      manner, including dividends that may be cumulative, noncumulative, or      partially cumulative.         d.  Have preference over any other class or series of shares      with respect to distributions, including distributions upon the      dissolution of the corporation.         4.  The terms of shares may be made dependent upon facts      objectively ascertainable outside the articles of incorporation in      accordance with section 490.120, subsection 12.         5.  The terms of shares may vary among holders of the same class      or series so long as such variations are expressly set forth in the      articles of incorporation.         6.  The description of the preferences, rights, and limitations of      classes or series of shares in subsection 3 is not exhaustive.  
         Section History: Recent Form
         89 Acts, ch 288, §36; 2007 Acts, ch 140, §4         Referred to in § 490.602, 534.501, 534.508