16-10a-601 - Authorized shares. - Utah Statutes

16-10a-601. Authorized shares.
(1) The articles of incorporation shall prescribe the classes of shares and the number ofshares of each class that the corporation is authorized to issue. If more than one class of shares isauthorized, the articles of incorporation shall prescribe a distinguishing designation for eachclass, and prior to the issuance of shares of a class the preferences, limitations, and relative rightsof that class shall be described in the articles of incorporation. All shares of a class shall havepreferences, limitations, and relative rights identical with those of other shares of the same classexcept to the extent otherwise permitted by this section and Section 16-10a-602.
(2) The articles of incorporation shall authorize:
(a) one or more classes of shares that together have unlimited voting rights; and
(b) one or more classes of shares, which may be the same class or classes as those withvoting rights, that together are entitled to receive the net assets of the corporation upondissolution.
(3) The articles of incorporation may authorize one or more classes of shares and one ormore series of shares within any class that:
(a) have special, conditional, or limited voting rights, or no right to vote, except to theextent prohibited by this chapter;
(b) are redeemable or convertible as specified in the articles of incorporation:
(i) at the option of the corporation, the shareholder, or another person or upon theoccurrence of a designated event;
(ii) for money, indebtedness, securities, or other property; or
(iii) in a designated amount or in an amount determined in accordance with a designatedformula or by reference to extrinsic data or events;
(c) entitle the holders to distributions calculated in any manner, including dividends thatmay be cumulative, noncumulative, or partially cumulative; or
(d) have preference over any other class or series of shares with respect to distributions,including dividends and distributions upon the dissolution of the corporation.
(4) The description of the designations, preferences, limitations, and relative rights ofshare classes or series of shares in Subsection (3) is not exhaustive.

Amended by Chapter 378, 2010 General Session