Title 11A, Title 11A: Vermont Business Corporations

§ 6.20. Subscription for shares before incorporation (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of di…

§ 6.21. Issuance of shares (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 intangibl…

§ 6.22. Liability of shareholders (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 consideration for which the shares were authorized to be issued (section 6.21) or specified in the…

§ 6.23. Share dividends (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and 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 …

§ 6.24. Share options (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (1) the terms upon which the rights, options, or warrants are issued; and (2) the terms, inclu…

§ 6.25. Form and content of certificates (a) Shares may but need not be represented by certificates. Unless this title or other statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificat…

§ 6.26. Shares without certificates (a) Unless the articles of incorporation or bylaws require that shares shall be represented by certificates, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series wit…

§ 6.27. Restriction on transfer of shares and other securities (a) The articles of incorporation, 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…

§ 6.28. Expense of issue A corporation may pay the reasonable expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

§ 6.30. Shareholders’ preemptive rights (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares unless the articles of incorporation contain a statement that “the corporation elects to have preemptive rights,” or words of …

§ 6.31. Corporation’s power to acquire its own shares (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 re…

§ 6.40. Distributions to shareholders (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) of this section. (b) If the board of directors …