16-10a-631 - Corporation's acquisition of its own shares.
16-10a-631. Corporation's acquisition of its own shares.
(1) A corporation may acquire its own shares and shares so acquired constituteauthorized but unissued shares.
(2) If the articles of incorporation prohibit the reissuance of acquired shares:
(a) the number of authorized shares is reduced by the number of shares acquired by thecorporation, effective upon amendment of the articles of incorporation; and
(b) as provided in Section 16-10a-1002, the board of directors may adopt an amendmentto the articles of incorporation under Subsection (2)(a) without shareholder action in order toreduce the number of authorized shares by an amount equal to the number of shares acquired bythe corporation.
(3) A corporation amending its articles of incorporation pursuant to Subsection (2) shalldeliver to the division for filing articles of amendment setting forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by class and series;
(c) the total number of authorized shares, itemized by class and series, remaining afterreduction of the shares; and
(d) a statement that the amendment was adopted by the board of directors withoutshareholder action and that shareholder action was not required.
Enacted by Chapter 277, 1992 General Session