Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-601 Authorized shares
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A. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation fo…
A.R.S. § 10-602 Terms of class or series determined by board of directors
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A. If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations and relative rights, within the limits set forth in section 10-601, of either: 1. Any class of shares before the issuance of any shares of that …
A.R.S. § 10-603 Issued and outstanding shares
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A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled. B. The reacquisition, redemption or conversion of outstan…
A.R.S. § 10-604 Fractional shares
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A. A corporation may: 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 s…
A.R.S. § 10-620 Subscription for shares
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A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of the subscription agreement, unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocat…
A.R.S. § 10-621 Issuance of shares
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A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the …
A.R.S. § 10-622 Liability of subscribers and shareholders
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A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration for which the shares were authorized to be issued pursuant to section 10-621 or specified in the subscription agre…
A.R.S. § 10-623 Share dividends
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A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. B. Shares of …
A.R.S. § 10-624 Share rights, options and warrants
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A. Subject to any provisions set forth in its articles of incorporation, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. These rights, options or warrants shall be evidenced in writing, and the board of directors shall determine …
A.R.S. § 10-625 Form and content of certificates
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A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certifica…
A.R.S. § 10-626 Shares without certificates
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A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already repre…
A.R.S. § 10-627 Restriction on transfer of shares and other securities; definition
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A. The articles of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued bef…
A.R.S. § 10-628 Expense of issue
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A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.
A.R.S. § 10-629 Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants
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Rights, options and warrants may include provisions that adjust the terms of the rights, options and warrants on the occurrence of one or more events, including acquisition of shares, reorganization, merger, consolidation or sale of assets. Rights, options and warrants may includ…
A.R.S. § 10-630 Shareholders' preemptive rights; definition
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A. The shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. B. A statement included in the articles of incorporation that "the corporation elects to have preempti…
A.R.S. § 10-631 Corporation's acquisition of its own shares
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A. A corporation may acquire its own shares, and 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 on am…
A.R.S. § 10-640 Distribution to shareholders
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A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection C. B. If the board of directors does not fix the record date for determining shareholders …