Arizona Laws 10-631. Corporation’s acquisition of its own shares
A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.
Terms Used In Arizona Laws 10-631
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Authorized shares: means the shares of all classes that a domestic or foreign corporation is authorized to issue. See Arizona Laws 10-140
- 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
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
- 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.
- 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
B. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective on amendment of the articles of incorporation.
C. The board of directors may adopt a statement that is entitled "statement pursuant to section 10-631", that constitutes an amendment to the articles of incorporation, that is effective as provided in section 10-123 and that is effective without shareholder action. The statement must set forth all of the following:
1. The name of the corporation.
2. The reduction in the number of authorized shares, itemized by class and series.
3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.