§ 23-1-27-2 — Corporation acquiring its own shares

(a) A corporation may acquire its own shares.
Unless a resolution of the board of directors or the corporation's articles
of incorporation provide otherwise, shares so acquired constitute
authorized but unissued shares.
(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 upon amendment of the articles of
incorporation.
(c) Articles of amendment for purposes of subsection (b) may be
adopted by the board of directors without shareholder action, shall be
delivered to the secretary of state for filing, and shall set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by
class and series; and
(3) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
(d) A corporation has authority to use, hold, acquire, cancel, and
dispose of treasury shares (as defined in prior law).
(e) Unless the board of directors adopts an amendment to the
corporation's articles of incorporation to reduce the number of
authorized shares, treasury shares of the corporation that are cancelled
shall be treated as authorized but unissued shares.

Legislative History

As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.