§ 4-26-601 - Authorized shares generally -- Preferred or special classes. - Arkansas Statutes

4-26-601. Authorized shares generally -- Preferred or special classes.

(a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation.

(b) The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation.

(c) The articles of incorporation may limit or deny the voting rights of the shares of any class subject only to the following exceptions:

(1) The right of any stockholder entitled under Arkansas Constitution, Article 12, Section 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited.

(2) In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation.

(d) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes:

(1) Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof;

(2) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends;

(3) Having preference over any other class or classes of shares as to the payment of dividends;

(4) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation;

(5) Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted.