17-16-601. Authorized shares. (a) The articles of incorporation shall set forth the classes of shares and series of shares within a class, and the number, which may be unlimited, of shares of each class and series that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, […]
17-16-602. Terms of class or series determined by board of directors. (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (i) Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class; (ii) Reclassify any unissued shares […]
17-16-603. 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 cancelled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of […]
17-16-604. Fractional shares. (a) A corporation may: (i) Issue fractions of a share or pay in money the value of fractions of a share; (ii) Arrange for disposition of fractional shares by the shareholders; or (iii) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip […]
17-16-605. Construction of terms relating to stock and certificate tokens. (a) As used in this title, any reference to: (i) Share certificate, share, stock, share of stock or words of similar import shall be construed to include a certificate token; (ii) A requirement to print information on a share certificate or words of similar import […]
17-16-620. Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for shares that were entered […]
17-16-621. 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 intangible property or benefit to the corporation, including cash, promissory […]
17-16-622. 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 pursuant to W.S. 17-16-621 or specified in the subscription agreement pursuant to W.S. […]
17-16-623. 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 (1) or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shares of one (1) class or series […]
17-16-624. Share options. (a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration for which the shares are to be issued. The authorization by the […]
17-16-625. Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum each share certificate shall state on its face: (i) […]
17-16-626. Shares without certificates. (a) Unless the articles of incorporation or bylaws provide otherwise, 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 without certificates. The authorization does not affect shares already represented by certificates until they […]
17-16-627. 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 corporation. A restriction does not affect shares issued before the restriction was adopted unless […]
17-16-628. Expense of issue. 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. C. Subsequent Acquisition of Shares by Shareholders and Corporation
17-16-630. Shareholders’ preemptive rights. (a) The shareholders of a corporation do not have a 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 preemptive rights,” or words of similar import, means […]
17-16-631. Corporation’s acquisition of 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 the acquired shares, the number of authorized shares is reduced by the number of shares acquired. (c) The board of directors […]
17-16-640. 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 does not fix the record date for determining shareholders entitled to a […]
