§ 48-16-302 — Corporation's acquisition of its own shares

(a) (1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to § 48-16-102 , that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under § 48-16-102 . (b) If the charter prohibits the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the charter. (c) The board of directors may adopt articles of amendment that are required by subsection (b) without shareholder action, and deliver them to the secretary of state for filing. The articles must 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.

Legislative History

Acts 1986, ch. 887, § 6.31; 1994, ch. 776, § 18.