Section 180.0601. Authorized shares.

 

(1)  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, except that an investment company may prescribe that each class has an indefinite number of authorized shares. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the corporation shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class unless the class is divided into series.

(2)  The articles of incorporation may create series of shares within a class of shares, except that an investment company may prescribe that each series has an indefinite number of authorized shares. Before the issuance of shares of a series, the corporation shall describe in its articles of incorporation the number of shares of each series that the corporation is authorized to issue or that there is an indefinite number of authorized shares, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(3)  The articles of incorporation shall authorize all of the following:

(a) One or more classes of shares that together have unlimited voting rights.

(b) One or more classes of shares, which may be the same class or classes as those with voting rights under par. (a) , that together are entitled to receive the net assets of the corporation upon dissolution.

(4)  The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include, but are not limited to, any of the following:

(a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.

(b) Provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:

1. At the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event.

2. For cash, indebtedness, securities or other property.

3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

(c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

(d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

1989 a. 303 ; 1995 a. 271 .