Issued and outstanding shares

(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 outstanding shares is subject to the limitations of subsection (c) of this Code section and to Code Section 14-2-640. 113 14-2-603 CORPORATIONS & PARTNERSHIPS 14-2-604 (c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares (which may be of the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. (Code 1981, § 14-2-603, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 6.03. There was no counterpart to this section in former Georgia law. Subsection (c) requires that at all times the corporation must have outstanding shares of one or more classes with unlimited voting rights and rights to receive the net assets on dissolution. The provisions of the Code are consistent with the specialized class of corporation known as the open-end investment company, which permits unlimited redemptions of shares at net asset value at the request of shareholders. Sections 14-2-601 and 603 permit the classes of shares with voting and dissolution rights to be made redeemable without limitation. The requirement of subsection (c) that at least one share be outstanding is also consistent with an unlimited right of redemption since that section only applies while there are shares of stock outstanding. Cross-References Cancellation of shares, see §§ 14-2-621 & 14-2-1004. Certificateless shares, see § 14-2-626. Certificates for shares, see § 14-2-625.