Arizona Laws 10-604. Fractional shares
A. A corporation may:
Terms Used In Arizona Laws 10-604
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- 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.
- Executed by the corporation: means executed by manual or facsimile signature on behalf of the corporation by a duly authorized officer or, if the corporation is in the hands of a receiver or trustee, by the receiver or trustee. See Arizona Laws 10-140
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
1. Issue certificates representing fractions of a share or pay in money the fair value of fractions of a share as determined by the board of directors.
2. Arrange for the disposition of fractional shares by those entitled to the fractional shares.
3. Issue scrip in registered or bearer form that is executed by the corporation, which execution may be by facsimile signature, and that entitles the holder to receive a full share on surrendering enough scrip to equal a full share.
B. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 10-625, subsection B.
C. A certificate representing fractions of a share entitles the holder to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation on liquidation. The holder of scrip is not entitled to exercise any rights of a shareholder unless otherwise provided for in the scrip.
D. The board of directors may authorize the issuance of scrip subject to any conditions that the board of directors deems advisable. The conditions may, but are not required to, include any of the following:
1. That the scrip will become void if not exchanged for full shares before a specified date.
2. That the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds may be paid or distributed to the holders of the scrip.