Corporate Shareholder Preemptive-Rights Requirements by State
When does a shareholder of an ordinary domestic private business corporation have a preemptive right to acquire newly issued shares or related securities, how may the governing records waive, deny, limit, or modify it, and what allocation, notice, exemption, timing, and later-issuance rules apply?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check August 31, 2026
Columns
9 per state
Access
Free, no account needed
What this survey covers
A preemptive right addresses a new issuance by the corporation, not an ordinary sale by an existing shareholder. This survey first asks whether the state starts with no right unless the articles grant one, starts with a statutory right unless the governing records deny it, or uses a narrower legacy or formation-date rule. It then follows any right through covered securities, allocation, offer terms, notice, exclusions, waiver, amendment, and a later issuance to outsiders.
The table keeps the statutory right separate from an investor's negotiated participation, first-refusal, or purchase right. It also keeps corporation-law procedure separate from securities compliance and from any dispute over price, dilution, fiduciary duty, or fairness.
Why a state comparison matters
A few jurisdictions show how different the architectures are. California permits an express article provision granting shareholders preemptive rights to any or all issues but supplies no default allocation, notice, exclusion, or reoffer system in that provision. Minnesota instead grants the statutory right unless the articles or authorized board action deny or limit it and supplies a ten-day notice floor, transaction exclusions, proportional allocation, written waiver, and a one-year outside-issuance rule. The District of Columbia and Wyoming use a charter opt-in whose shorthand election activates detailed Model Act mechanics. Delaware requires an express certificate grant and preserves rights that existed on July 3, 1967 until expressly changed or terminated.
Key statutory text
- California states: “Granting to shareholders preemptive rights to subscribe to any or all issues of shares or securities.” Cal. Corp. Code § 204(a)(2), accessed August 31, 2026.
- Minnesota states: “Unless denied or limited in the articles or by the board pursuant to section 302A.401, subdivision 2, clause (b), a shareholder of a corporation has the preemptive rights provided in this section.” Minn. Stat. § 302A.413, subd. 1, accessed September 3, 2026.
- The District of Columbia states that shareholders “shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.” D.C. Code § 29-304.40(a), accessed September 3, 2026.
- Delaware states: “No stockholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to such stockholder in the certificate of incorporation.” 8 Del. C. § 102(b)(3), accessed September 3, 2026.
- Wyoming's charter election gives shareholders a right on board-determined uniform terms “to provide a fair and reasonable opportunity to exercise the right.” Wyo. Stat. § 17-16-630(b)(i), accessed September 3, 2026.
What the final states add
The last buildable states reinforce that “preemptive right” does not name one procedure. South Dakota starts with a right unless the articles limit or deny it, while North Dakota adds a ten-day notice floor and a cumulative-voting amendment veto to its default right. Alaska also starts with a right but leaves the allocation and offer timing to board-set terms that must provide a fair and reasonable opportunity. S.D. Codified Laws § 47-1A-630, N.D.C.C. § 10-19.1-65, and Alaska Stat. § 10.06.428 (accessed September 3, 2026).
The District of Columbia, Vermont, and Wyoming instead require an article opt-in. Their elected defaults are detailed, but Vermont uniquely lets the articles prescribe the right's type and extent before the statutory six-term package fills the gap; Vermont and Wyoming also expressly connect a materially adverse preemptive-right amendment to dissent or appraisal. D.C. Code § 29-304.40, 11A V.S.A. § 6.30, 11A V.S.A. § 13.02, and Wyo. Stat. §§ 17-16-630, 17-16-1302 (accessed September 3, 2026).
Scope boundaries
This is a statutory-architecture survey, not a financing checklist or opinion about a particular issuance. It does not calculate an allocation, set or test a price, interpret an investor agreement, decide whether a right was waived, determine whether an issuance was dilutive or fair, or provide securities-law, fiduciary, oppression, appraisal, tax, accounting, or remedy advice.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
Scroll sideways in the table to see all columns →
| State | Governing law, entity, holder, security, and issuance scope | Opt-in, opt-out, formation-date, and legacy rights | Articles, board, agreement, and contractual-right sources | Covered shares, options, convertibles, treasury shares, and rights | Allocation, price, terms, and board determination | Notice, delivery, exercise deadline, and record date | Cash, noncash, compensation, merger-plan, and other exclusions | Waiver, denial, limitation, amendment, class vote, and cumulative voting | Outside issuance and remedy, securities, fiduciary, and valuation boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-31 | Ala. Code § 10A-2A-6.30; ordinary domestic business corporation; stockholder; unissued stock and included convertible/subscription securities; no formation-date branch |
Opt-in only: no right unless certificate provides it; no formation-date or legacy branch in § 10A-2A-6.30(a) |
Certificate grants or varies; shorthand election activates subsection (b). Board prescribes uniform terms and outsider consideration; no separate agreement-created source in § 10A-2A-6.30 |
Unissued stock; includes securities convertible into or carrying subscription/acquisition rights; class/series preference limits apply; no express treasury-stock rule in § 10A-2A-6.30 |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 10A-2A-6.30(b)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 10A-2A-6.30(b)(1)) |
Excludes compensation stock, compensation conversion/option stock, certificate-authorized stock issued within 6 months, and noncash sales; no merger-plan exclusion stated (§ 10A-2A-6.30(b)(3)) |
Stockholder may waive; written waiver irrevocable without consideration. Certificate may deny/vary; limiting/denying a class right triggers separate class/series voting even for nonvoting stock (§§ 10A-2A-6.30(b)(2), 10A-2A-10.04(a)(7),(b)-(d)) |
Unpurchased stock: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Amendment appraisal exists only to extent certificate, bylaws, or board resolution provides; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 10A-2A-6.30(b)(6), 10A-2A-13.02(a)(5)) |
| Alaska verified 2026-09-03 | Alaska Corporations Code, AS 10.06.428; ordinary domestic for-profit corporation; record shareholder right on unissued shares and convertible or subscription/acquisition-right securities (§§ 10.06.990(13),(40), .428(a)) |
Opt-out default: right exists except as statute or articles limit/deny. Chapter applies to former-AS-10.05 corporations; pre-July 1989 corporations retain a 2/3 article-amendment threshold unless they elect modern voting rules (§§ 10.06.428(a), .504(d)-(e), .955) |
Articles may remove/limit and amendment may limit, deny, or grant by class; board fixes offer terms. Shareholder agreements are allowed only when chapter-consistent, so no inconsistent agreement opt-out (§§ 10.06.210(1)(B), .425(b), .428, .502(b)(14)) |
Unissued shares and securities convertible into, or carrying subscription/acquisition right for, shares. Reacquired shares become authorized but unissued unless articles prohibit reissue; no separate treasury-share label (§§ 10.06.388(a), .428(a)) |
No statutory fraction or pro-rata formula in § 10.06.428; board fixes terms to provide a fair and reasonable opportunity. Board fixes dollar consideration unless articles reserve that power to shareholders (§ 10.06.335) |
No fixed offer notice, delivery method, content, or exercise period in § 10.06.428; board terms must provide fair/reasonable opportunity. Board may close books or set a record date for any proper purpose within statutory 70-/60-day caps (§ 10.06.408) |
Unless articles provide otherwise: no right for approved director/officer/employee shares or shares sold for noncash consideration. No express merger, option-exercise, formation-period, reorganization, or public-offering exclusion in § 10.06.428(b) |
No holder-waiver form stated in § 10.06.428; articles may limit/deny. After shares issue, board + outstanding-share approval generally required; affected class gets separate majority-outstanding class vote (§§ 10.06.502(b)(14), .504(a)(2), .506(a)(8),(b)) |
No outsider-issuance period, special reoffer price rule, or express remedy in § 10.06.428; board-set fair/reasonable-opportunity standard controls. Securities compliance, fiduciary duty, dilution, valuation, damages, and secondary transfers remain outside scope |
| Arizona verified 2026-08-31 | A.R.S. § 10-630; ordinary domestic corporation; shareholders; unissued shares and included convertible/subscription securities; no formation-date branch |
Opt-in only: no right unless articles provide it; no formation-date or legacy branch in § 10-630(A) |
Articles grant or vary; shorthand election activates subsection B. Board prescribes uniform terms and outsider consideration; no separate agreement-created source in § 10-630 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class preference limits apply; no express treasury-share rule (§ 10-630(A),(B)(4)-(5),(C)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 10-630(B)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 10-630(B)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months, and transactions requiring shareholder approval; no general noncash exclusion (§ 10-630(B)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny or vary; class preference limits apply; § 10-630 states no special amendment or cumulative-voting rule |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews rights. No special remedy in § 10-630; securities, fiduciary, valuation, and damages issues are outside scope |
| Arkansas verified 2026-08-31 | Ark. Code chs. 4-26 and 4-27; ordinary domestic corporation. Post-1987/electing old corporation: § 4-27-630 unissued shares and included convertible/subscription securities. Pre-1988 non-electing corporation: § 4-26-711 authorized/treasury shares and specified notes, debt, convertibles, options, and warrants |
Post-1987 or irrevocably electing pre-1988 corporation: opt-in only. Pre-1988 non-electing corporation: old-code default rights unless articles vary. Election into ch. 27 needs articles amendment plus 2/3 of each outstanding class (§§ 4-27-630(a), -1701; 4-26-711(c)) |
Articles grant/vary modern right; shorthand election activates § 4-27-630(b). Old articles may vary default coverage/exclusions. Board prescribes modern uniform terms or old reasonable terms/price. No separate bylaw/agreement statutory source (§§ 4-27-630; 4-26-711(c)) |
Modern: unissued shares, including convertibles/subscription-acquisition securities; reacquired shares become authorized-unissued. Old: cash offerings of same-class or adversely affecting authorized/treasury shares plus notes, debentures, bonds, convertibles, options, and warrants tied to covered shares (§§ 4-27-630(c), -631(a); 4-26-711(c)(1)) |
Modern: proportional amounts on uniform board-prescribed fair/reasonable terms; board sets outsider consideration, not lower. Old: proportionate to holdings, director-fixed reasonable terms, lawful price substantially no less favorable than outsider price (§§ 4-27-630(b)(1),(6); 4-26-711(c)(1)) |
Modern: no stated content/delivery/deadline/record date. Old: first-class mail to each entitled record holder at books address; time, terms/conditions, and apportionment; ≥10 days before expiration; mailed holder conclusively gets reasonable time and unexercised right expires (§§ 4-27-630(b)(1); 4-26-711(d)) |
Modern: compensation, compensation conversion/option, article-authorized first-6-month, and nonmoney issues. Old: original-articles securities issued/sold/optioned within 2 years, nonmoney issues, and shares satisfying previously lawful conversion/option rights; articles may vary. No merger-plan exclusion stated (§§ 4-27-630(b)(3); 4-26-711(c)(2)) |
Modern holder may waive; written waiver irrevocable without consideration; limiting/denying class right triggers separate class/series vote even if nonvoting, and materially adverse abolition creates dissent. Old release needs vote/written consent of 2/3 of shares carrying rights; unsold after 1 year reinstates rights (§§ 4-27-630(b)(2), -1004, -1302; 4-26-711(e)) |
Modern unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Old mailed offer expires at stated deadline; released rights reinstate if securities unsold after 1 year; material adverse modern amendment carries fair-value dissent. Securities, fiduciary, valuation, and other damages issues remain outside scope (§§ 4-27-630(b)(6), -1302; 4-26-711(d)-(e)) |
| California verified 2026-08-31 | Cal. Corp. Code §§ 204, 902-903; ordinary domestic corporation; shareholder subscription right on corporate issues; special close-corporation agreement branch |
Opt-in only: right is ineffective unless expressly provided in articles; no formation-date or legacy preemptive-right rule stated in surveyed provisions (§ 204(a)(2)) |
Articles expressly grant and limit; close corporation may place the provision in a shareholder agreement; lawful private agreements remain enforceable between their parties (§ 204(a)) |
Grant may cover any or all issues of shares or securities; actual article language controls categories and limits (§ 204(a)(2)) |
No statutory fraction, uniform-terms rule, price rule, or special board standard in § 204(a)(2); articles or other applicable records must supply the operative terms |
No statutory offer content, delivery method, exercise period, or preemptive-right record date in § 204(a)(2); follow the express grant and other applicable law |
No default cash, noncash, compensation, merger, conversion, formation-period, or public-offering exclusion in § 204(a)(2); scope and limits come from the express grant |
Right may be granted with limitations; after shares issue, article amendment generally needs board plus outstanding shares, and affected-rights amendments require class plus voting-share approval (§§ 204(a)(2), 902(a), 903(a)(4),(c)) |
No statutory outside-sale period or special remedy in § 204(a)(2); contract rights, securities compliance, dilution, fiduciary duty, oppression, valuation, and damages remain outside scope |
| Colorado verified 2026-08-31 | Colo. Rev. Stat. §§ 7-106-301, 7-117-100.3, 7-117-101; ordinary domestic profit corporation; shareholders; unissued shares and included convertible/subscription securities; existing-corporation branch |
Modern corporation: opt-in only. Qualifying domestic corporation in existence June 30, 1994: default right unless articles or § 7-117-101 limit/deny it (§§ 7-106-301(1), 7-117-100.3(1), 7-117-101(3)) |
Articles grant or vary modern right and may limit/deny existing-corporation right; shorthand election activates § 7-106-301(2). Board sets exercise terms; no separate agreement-created source in surveyed provisions |
Both regimes cover unissued shares plus securities convertible into or carrying subscription/acquisition rights. Reacquired shares generally become authorized but unissued; special pre-1959 legacy shares remain outside unless canceled/restored (§§ 7-106-301(3), -302(1), 7-117-101(3),(6)) |
Modern: proportional amounts on uniform board terms providing fair/reasonable opportunity; board sets outsider consideration. Existing corporation: board-fixed terms providing fair/reasonable opportunity, with no express proportional formula (§§ 7-106-301(2)(a),(f), 7-117-101(5)) |
No fixed offer content, delivery method, minimum exercise period, or special record date in either regime; board terms must provide a fair and reasonable opportunity (§§ 7-106-301(2)(a), 7-117-101(5)) |
Modern: compensation, compensation conversion/option, first-6-month, and noncash exclusions. Existing corporation: approved director/officer/employee issues and noncash shares only; no formation-period exclusion (§§ 7-106-301(2)(c), 7-117-101(3)) |
Modern written waiver is irrevocable without consideration; articles may vary. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting; existing corporation defaults to two-thirds of each voting group unless articles set amendment vote (§§ 7-106-301(2)(b), 7-110-104, 7-117-101(7)) |
Modern outsider issuance: within 1 year at no lower consideration; lower/later offer renews rights. Legacy § 7-117-101 states no outside period. Preemptive-right amendment appraisal exists only to extent articles, bylaws, or board resolution provides; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 7-106-301(2)(f), 7-113-102(1)(f)) |
| Connecticut verified 2026-08-31 | Connecticut Business Corporation Act, Conn. Gen. Stat. § 33-683; ordinary domestic stock corporation; shareholder; unissued shares and included convertible/subscription securities; pre-Jan. 1, 1997 corporation branch |
Modern: no right unless certificate opts in. Incorporated before Jan. 1, 1997 under general law or special act: subsection (b) rights unless certificate expressly provides otherwise (§ 33-683(a),(d)) |
Certificate grants or varies modern right and may displace pre-1997 default; shorthand election activates subsection (b). Board prescribes uniform terms; no separate agreement-created source in § 33-683 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class-preference limits apply. No express treasury-share rule in § 33-683 (§ 33-683(b)(4)-(5),(c)) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 33-683(b)(1),(6)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; right requires a fair/reasonable opportunity under board-prescribed terms (§ 33-683(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, certificate-authorized shares issued within 6 months after incorporation, and nonmoney sales; no merger-plan exclusion stated (§ 33-683(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Certificate may deny/vary. Limiting/denying an existing class right triggers separate class/series voting even for nonvoting shares; no preemptive-specific cumulative-voting protection (§§ 33-683(b)(2), 33-798) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. No express § 33-683 remedy/limitations period; appraisal for an ordinary amendment only if certificate, bylaws, or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 33-683(b)(6), 33-856(a)(7)) |
| Delaware verified 2026-08-31 | Delaware General Corporation Law, 8 Del. C. §§ 102, 152-153, 242-243; ordinary domestic stock corporation; stockholders or specified class/series; additional stock and convertible securities |
Opt-in only: no right unless certificate expressly grants it. Rights existing July 3, 1967 remain until appropriate action expressly changes/terminates them (§ 102(b)(3)) |
Certificate grants and defines extent; § 102(b)(3) states no separate statutory board-created or agreement-created right. Board/delegate sets ordinary issuance consideration/timing under § 152, subject to certificate |
Grant may cover any/all additional stock issues of any/all classes/series and convertible securities; options/warrants not listed. Treasury disposition uses issuance mechanics; retired stock becomes authorized/unissued; certificate grant controls coverage (§§ 102(b)(3), 153(c), 243) |
No statutory proportional-allocation, uniform-term, or fairness formula in § 102(b)(3). Board resolution ordinarily sets numbers, timing, and consideration and may delegate within statutory caps/minimum (§ 152) |
No statutory offer content, delivery method, exercise period, or preemptive-right record date in § 102(b)(3); certificate and operative offer records must supply the mechanics |
No default cash, noncash, compensation, merger, conversion, formation-period, or public-offering exclusion in § 102(b)(3); certificate defines coverage. § 152 permits cash, property, benefit, or combinations as issue consideration |
Certificate defines/limits modern right; § 102 states no waiver mechanics. Legacy change/termination must be express. Amendment generally follows § 242; separate class/series vote applies if adverse powers/preferences/special-rights test is met, not automatically by name |
No statutory outsider-issuance window or special preemptive-right remedy in § 102(b)(3); certificate/contract interpretation, securities, fiduciary duty, dilution, valuation, appraisal, and damages remain outside scope |
| District of Columbia verified 2026-09-03 | D.C. Business Corporation Act, §§ 29-301.01 to 29-313.07; ordinary domestic for-profit corporation; registered or nominee-certified beneficial shareholder right on corporate issue (§§ 29-301.02(4),(19), -304.40) |
Opt-in only: no statutory right except as articles provide; shorthand charter election activates subsection (b). No formation-date or legacy preemptive-right branch in § 29-304.40 |
Articles grant and may vary statutory mechanics; board prescribes uniform terms. Qualifying all-shareholder agreement may override inconsistent chapter rules if it meets form, unanimity, and public-policy limits (§§ 29-304.40(b), -305.42(a),(b)) |
Unissued shares; statutory 'shares' also includes convertible securities and securities carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 29-304.40(c), -304.41) |
Proportional amounts of unissued shares on uniform board-prescribed terms providing fair/reasonable opportunity; outsider consideration set by board cannot be below offer consideration (§ 29-304.40(b)(1),(6)) |
No fixed offer content, delivery method, exercise period, or preemptive-right record date in § 29-304.40; uniform board terms must provide a fair and reasonable opportunity, subject to article variation |
No right for compensation shares; shares satisfying compensation conversion/option rights; article-authorized shares issued within 6 months after incorporation; or shares sold other than for money (§ 29-304.40(b)(3)) |
Shareholder may waive; record-evidenced waiver irrevocable without consideration. Articles may vary; limiting/denying amendment gives affected class/series a separate vote even if nonvoting. No preemptive-specific cumulative-voting rule (§§ 29-304.40(b)(2), -308.03 to -308.04) |
Unpurchased shares: issue to anyone within 1 year at no lower consideration; lower/later offer renews rights. No express § 29-304.40 remedy; appraisal for another amendment only if articles, bylaws, or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§ 29-311.02(a)(5)) |
| Florida verified 2026-08-31 | Fla. Stat. § 607.0630; ordinary domestic corporation; shareholder right concerning unissued and treasury shares and included convertible or subscription/acquisition securities |
Ordinary rule: opt-in through articles. Corporation existing before Jan. 1, 1976: prior rights continue until articles alter or terminate them (§ 607.0630(1),(4)) |
Articles grant or vary the right; shorthand election activates statutory principles; board prescribes uniform exercise terms. Section 607.0630 states no separate contractual-right system |
Unissued and treasury shares; 'shares' includes a security convertible into or carrying a subscription or acquisition right (§ 607.0630(1),(3)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable exercise opportunity; board sets outside-sale consideration (§ 607.0630(2)(a),(f)) |
Statutory shorthand states no offer-content, delivery-method, minimum exercise-period, or special record-date rule; outside-sale year runs after the shareholder offer (§ 607.0630(2)(f)) |
No right for compensation shares/options, article-authorized shares issued within 6 months after incorporation, court-approved reorganization-plan shares, or nonmoney issuances; class/preference exclusions also apply (§ 607.0630(2)(c)-(e)) |
Written waiver is irrevocable without consideration; articles may vary the elected system. Amendment follows general board/shareholder procedure; affected class or series votes separately when an existing right is limited or denied (§§ 607.0630(2)(b), 607.1003-.1004) |
Unpurchased shares: 1 year at no lower consideration, then reoffer. Certain adverse amendments carry limited appraisal rights; § 607.0630 states no special issuance-violation remedy (§§ 607.0630(2)(f), 607.1302) |
| Georgia verified 2026-08-31 | O.C.G.A. § 14-2-630; ordinary domestic corporation, statutory close corporation, and qualifying July 1, 1989 legacy corporation; shareholders; unissued/treasury and included convertible/subscription securities |
Ordinary corporation: opt-in by articles. Statutory close corporation and qualifying July 1, 1989 corporation: default right unless articles opt out (§ 14-2-630(a)-(b)) |
Articles grant, deny, or vary; shorthand election activates subsection (c). Board prescribes uniform exercise terms and outsider consideration; no separate contractual-right system in § 14-2-630 |
Unissued and treasury shares; 'shares' includes securities convertible into or carrying subscription/acquisition rights (§ 14-2-630(a),(c)(1),(d)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable exercise opportunity; outsider consideration set by board and not lower (§ 14-2-630(c)(1),(6)) |
No statutory offer-content, delivery, minimum exercise-period, or special record-date rule in § 14-2-630; articles and board-prescribed fair/reasonable terms control |
Excludes dividends, fractions, merger/exchange, approved compensation shares/rights, first-year article-authorized shares, federal reorganization, qualifying nonmoney sales, and up-to-1-year class-waiver releases (§ 14-2-630(c)(2)) |
Individual waiver anytime; two-thirds class vote/written/electronic consent; past-issuance waiver by then-holder; written/electronic waiver irrevocable without consideration; articles may vary (§ 14-2-630(c)(3)) |
Unpurchased shares may issue at no lower consideration with no general time limit. Issued shares remain valid; suit within 3 years after discovery/notice and never over 5 years after issuance (§ 14-2-630(c)(6),(e)-(f)) |
| Hawaii verified 2026-08-31 | Hawaii Business Corporation Act, HRS §§ 414-101 to -102, 414-284, 414-342; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities |
Opt-in only: no statutory right unless articles provide it. No formation-date/legacy right; § 414-101(d) only preserves validity of corporate action taken before Apr. 21, 1953 |
Articles grant and may vary the statutory right; shorthand election activates § 414-101(b). Board sets uniform exercise terms; no separate agreement-created source in surveyed provisions |
Unissued shares include convertible and subscription/acquisition securities. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 414-101(c), 414-102) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration (§ 414-101(b)(1),(6)) |
No fixed offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity (§ 414-101(b)(1)) |
No right for compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, or shares sold otherwise than for money; no merger-plan or public-offering exclusion stated (§ 414-101(b)(3)) |
Holder may waive; written waiver irrevocable without consideration. Articles may vary. Limiting/denying amendment gives affected class/series a separate vote; material adverse alteration/abolition creates dissent/payment rights, as does specified voting/cumulative-voting impairment (§§ 414-101(b)(2), 414-284, 414-342(a)(4)) |
Declined shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. § 414-342 supplies amendment dissent/payment rights; securities, fiduciary, dilution, valuation procedure, and damages remain outside scope (§§ 414-101(b)(6), 414-342) |
| Idaho verified 2026-08-31 | Idaho Business Corporation Act, Idaho Code §§ 30-29-630 to -631, -1004, -1302; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities |
Opt-in only: no statutory right unless articles provide it; no formation-date or legacy preemptive-right branch stated (§ 30-29-630(a)) |
Articles grant and may vary the statutory right; shorthand election activates § 30-29-630(b). Board sets uniform exercise terms; no separate agreement-created source in surveyed provisions |
Unissued shares include convertible and subscription/acquisition securities. Reacquired shares default to authorized-but-unissued unless board resolution/articles vary; retained treasury shares are issued, not outstanding (§§ 30-29-630(c), -631) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration (§ 30-29-630(b)(1),(6)) |
No fixed offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity (§ 30-29-630(b)(1)) |
No right for compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, or noncash sales; no merger-plan or public-offering exclusion stated (§ 30-29-630(b)(3)) |
Holder may waive; written waiver is irrevocable without consideration. Articles may vary. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting (§§ 30-29-630(b)(2), -1004) |
Declined shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Amendment appraisal only if articles, bylaws, or board resolution grants it; securities, fiduciary, valuation, dilution, and damages remain outside scope (§§ 30-29-630(b)(6), -1302(a)(5)) |
| Illinois verified 2026-08-31 | 805 ILCS 5/6.50; ordinary domestic corporation; shareholder right involving unissued shares, covered convertibles/subscription securities, and default-matched treasury shares |
Organized on/after Jan. 1, 1982: opt-in through articles. Organized before that date: article-subject legacy right to unissued or treasury shares (§ 6.50(a)-(b)) |
Articles create the post-1981 right and may limit/deny legacy or treasury-share rights; § 6.50 states no separate bylaw, shareholder-agreement, or contractual-right system |
Unissued shares and securities convertible into or carrying subscription/acquisition rights; treasury shares covered to same extent as unissued shares unless articles provide otherwise (§ 6.50(a),(b),(d)) |
No statutory fraction, price, uniform-term, or general board-determination standard in § 6.50; employee issuance uses shareholder approval or board action pursuant to like approval |
No statutory offer content, delivery method, exercise period, or preemptive-right record date in § 6.50; articles and other applicable records must supply procedure |
Employee/subsidiary-employee shares may bypass first offer on terms approved by two-thirds of voting shares or by board under like shareholder approval; no other default exclusion list in § 6.50(c) |
Articles may grant modern right and limit/deny legacy or treasury-share right; § 6.50 states no individual-waiver form, special amendment/class vote, or cumulative-voting condition |
No statutory outside-issuance period, reoffer price, or special remedy in § 6.50; governing records and otherwise-applicable securities, fiduciary, valuation, contract, and remedy law remain separate |
| Indiana verified 2026-08-31 | Ind. Code §§ 23-1-27-1 to -2; ordinary domestic corporation; shareholders; unissued shares and included convertible/subscription securities; no formation-date branch |
Opt-in only: no right unless articles provide it; no formation-date or legacy branch in § 23-1-27-1(a) |
Articles grant or vary; shorthand election activates subsection (b). Board prescribes uniform terms and outsider consideration; no separate agreement-created source in § 23-1-27-1 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights. Reacquired and canceled treasury shares generally become authorized but unissued unless articles, board resolution, or amendment provides otherwise (§§ 23-1-27-1(c), -2) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 23-1-27-1(b)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 23-1-27-1(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months, and nonmoney sales; no merger-plan exclusion stated (§ 23-1-27-1(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may vary; limiting/denying a class right triggers separate class/series voting even for nonvoting shares (§§ 23-1-27-1(b)(2), 23-1-38-4(a)(8),(b)-(d)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews rights. No automatic amendment appraisal; articles, bylaws, or board resolution may grant it. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 23-1-27-1(b)(6), 23-1-44-8(a)(5)) |
| Iowa verified 2026-08-31 | Iowa Business Corporation Act, Iowa Code § 490.630; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; no formation-date branch |
Opt-in only: no right unless articles provide it; no statutory formation-date or legacy branch (§ 490.630(1)) |
Articles grant or vary right; shorthand election activates subsection 2. Board prescribes uniform terms; no separate board-, bylaw-, or agreement-created statutory source in § 490.630 |
Unissued shares; includes convertible/subscription-acquisition securities; class/series preference limits. Reacquired shares usually authorized but unissued, but §§ 490.631-.632 allow specified shares to remain issued-not-outstanding until board restoration; no separate option/warrant rule in § 490.630 |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 490.630(2)(a),(f)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; right requires fair/reasonable opportunity under board-prescribed terms (§ 490.630(2)(a)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and noncash sales; no merger-plan exclusion stated (§ 490.630(2)(c)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny/vary. Limiting/denying an existing class right triggers separate class/series voting even for nonvoting shares; no preemptive-specific cumulative-voting protection (§§ 490.630(2)(b), 490.1004) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. No express § 490.630 remedy/limitations period; appraisal for another amendment only if articles, bylaws, or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 490.630(2)(f), 490.1302(1)(e)) |
| Kansas verified 2026-08-31 | Kansas General Corporation Code, K.S.A. § 17-6002(b)(3); ordinary domestic stock corporation; holders named by articles; additional stock issues of any/all classes or series and convertible securities; July 1, 1972 preserved-right branch |
Opt-in only except rights already existing July 1, 1972 remain until appropriate action expressly changes/terminates them. No modern right unless and only to extent expressly granted in articles (§ 17-6002(b)(3)) |
Articles are the current statutory source and define holders/scope; § 17-6002(b)(3) states no board-, bylaw-, or agreement-created substitute. Legacy right source/terms remain controlling until express change/termination |
Articles may cover any/all additional stock issues of any/all classes or series and securities convertible into that stock. No express treasury-share, option, warrant, or subscription-right-security coverage in § 17-6002(b)(3) |
No statutory fraction, allocation method, price/consideration standard, uniform-terms rule, or board-determination procedure; articles or preserved legacy terms control (§ 17-6002(b)(3)) |
No statutory offer content, notice form/delivery, exercise method/deadline, minimum period, or special record date; articles or preserved legacy terms control (§ 17-6002(b)(3)) |
No statutory cash, noncash, compensation, option/conversion, initial-issuance, merger-plan, reorganization, or public-offering exclusion; articles or preserved legacy terms control (§ 17-6002(b)(3)) |
No statutory holder-waiver form, revocability, consideration rule, or preemptive-specific cumulative protection. Articles grant/define modern right; legacy right needs express change/termination. General class/series vote applies if amendment adversely changes powers, preferences, or special rights (§§ 17-6002(b)(3), 17-6602(b)(2)) |
No statutory outsider-issuance window, price floor, renewed-offer rule, remedy, or limitations period in § 17-6002(b)(3). Appraisal for an articles amendment exists only if articles grant it. Contract/article enforcement plus securities, fiduciary, valuation, and damages issues remain outside scope (§ 17-6712(c)) |
| Kentucky verified 2026-08-31 | Kentucky Business Corporation Act, KRS ch. 271B; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; Jan. 1, 1989 legacy-corporation branch (§ 271B.6-300) |
Modern: no right unless articles opt in. Corporation existing Jan. 1, 1989 whose articles then did not specifically address rights: legacy right unless limited or ended under subsection (4) (§ 271B.6-300(1),(4)) |
Articles grant or vary modern right; shorthand election activates subsection (2). Board prescribes uniform modern terms or fair/reasonable legacy terms. No separate agreement-created statutory source in § 271B.6-300 |
Modern: unissued shares, including securities convertible into or carrying subscription/acquisition rights; class-preference limits. Legacy: unissued shares and convertible/subscription securities, plus specified class and obligation limits. No express treasury-share rule (§ 271B.6-300(2)-(4)) |
Modern elected right: proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which cannot be lower. Legacy: board fixes terms providing fair/reasonable opportunity; no express proportional formula (§ 271B.6-300(2)(a),(f),(4)(e)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; modern and legacy branches require a fair/reasonable opportunity under board-fixed terms (§ 271B.6-300(2)(a),(4)(e)) |
Modern excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and nonmoney sales. Legacy excludes noncash sales and approved director/officer/employee issuances or approved-plan issuances; no merger-plan exclusion stated (§ 271B.6-300(2)(c),(4)(a)) |
Modern shareholder may waive; written waiver irrevocable without consideration. Articles may vary/deny modern right and may limit/end legacy right. Limiting/denying an existing class right triggers a separate class/series vote even for nonvoting shares; no preemptive-specific cumulative-voting protection (§§ 271B.6-300(2)(b),(4)(f), 271B.10-040) |
Modern unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Legacy subsection states no comparable reoffer period. No express remedy or limitations period in § 271B.6-300; securities, fiduciary, valuation, and damages issues remain outside scope |
| Louisiana verified 2026-08-31 | La. R.S. § 12:1-630; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; pre-1969 corporation branch |
Modern: opt-in only. Incorporated before Jan. 1, 1969: articles deemed to elect unless they specifically enlarge, limit, or deny rights (§ 12:1-630(A)) |
Articles grant or vary modern right and control pre-1969 enlargement/limitation/denial; shorthand election activates Subsection B. Board prescribes uniform terms; no separate agreement-created source in § 12:1-630 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class preference limits apply; no express treasury-share rule in § 12:1-630 |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 12:1-630(B)(1),(6)) |
45 days after notice is a fair/reasonable-opportunity safe harbor, but shorter may qualify under circumstances. No statutory offer content, delivery method, or special record date (§ 12:1-630(B)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months, and nonmoney sales; no merger-plan exclusion stated (§ 12:1-630(B)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny/vary; limiting/denying a class right triggers separate class/series voting even for nonvoting shares (§§ 12:1-630(B)(2), 12:1-1004(A)(7),(B)-(D)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Enforcement action: within 1 year of issuance or discovery/constructive discovery, absolutely perempted 3 years after issuance. Amendment appraisal only if articles/bylaws/board resolution provides; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 12:1-630(B)(6),(D), 12:1-1302(A)(5)) |
| Maine verified 2026-08-31 | Maine Business Corporation Act, 13-C M.R.S. §§ 641-642, 1004, 1302; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities; June 30, 2003 legacy-share branch |
Modern: opt-in only. Rights that pertained to shares issued and outstanding June 30, 2003 remain until altered by Chapter 10 amendment; § 641 does not restate their terms (§ 641(2),(4)) |
Articles grant modern right and may vary §§ 641(3)(A)-(F); shorthand election activates those principles. Chapter 10 amendment may alter preserved rights; no separate agreement-created source in surveyed provisions |
Modern statutory 'share' includes convertible and subscription/acquisition securities. Reacquired shares become authorized but unissued unless articles prohibit reissue. Preserved-right scope depends on the right that pertained to qualifying 2003 shares (§§ 641(1),(4), 642) |
Modern default: proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration; articles may vary. Legacy terms not restated (§ 641(3)(A),(F),(4)) |
No fixed modern default offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair/reasonable opportunity, subject to articles. Legacy terms not restated (§ 641(3)(A),(4)) |
Modern defaults exclude compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, and nonmoney sales; articles may vary. Legacy exclusions not restated (§ 641(3)(C),(4)) |
Modern default holder waiver permitted; written waiver irrevocable without consideration; articles may vary. Legacy rights alterable by Chapter 10 amendment; limiting/denying amendment gives affected class/series separate vote even if nonvoting (§§ 641(3)(B),(4), 1004) |
Modern default outsider issuance: within 1 year at no lower consideration; lower/later offer renews rights; articles may vary. Legacy reoffer/remedies not restated. Amendment appraisal only if articles, bylaws, or board resolution grants it (§§ 641(3)(F),(4), 1302(5)) |
| Maryland verified 2026-08-31 | Md. Code, Corps. & Ass'ns § 2-105(a)(11); ordinary domestic stock corporation; holders or specified class/series; additional stock and included convertible securities |
Opt-in only: charter may grant the right; no default, formation-date, or legacy branch stated in § 2-105(a)(11) |
Charter grants, defines, or limits; may give specified class/series exclusive amendment voting. No separate board or agreement-created preemptive-right source in § 2-105(a)(11) |
Grant may cover any or all additional stock issues and securities convertible into additional stock; actual charter controls. No default option, warrant, treasury-share, or other acquisition-right coverage (§ 2-105(a)(11)) |
No statutory fraction, uniform-terms rule, price or consideration standard, or special board determination in § 2-105(a)(11); charter must supply operative terms |
No statutory offer content, delivery method, exercise period, or preemptive-right record date in § 2-105(a)(11); follow the charter and other applicable law |
No default cash, noncash, compensation, option, conversion, formation-period, merger-plan, reorganization, or public-offering exclusion in § 2-105(a)(11) |
Charter may define or limit; no statutory holder-waiver form. With voting stock, board proposes and two-thirds of entitled votes approve; separately entitled classes/series each use two-thirds (§§ 2-105(a)(2),(11), 2-604, 2-506(b)) |
No outsider-sale period or issuance remedy in § 2-105(a)(11). Substantially adverse unreserved change to express charter rights may create appraisal, subject to exchange-listing, voting/ownership, charter, and investment-company exceptions; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 2-602(a)(3), 3-202) |
| Massachusetts verified 2026-08-31 | Mass. Gen. Laws ch. 156D, § 6.30; ordinary domestic business corporation; shareholders; unissued shares and included convertible/subscription securities |
Opt-in only: no right unless articles or corporation-party contract provides it; no formation-date or legacy branch (§ 6.30(a)) |
Articles of organization or any contract to which corporation is a party may provide the right; § 6.30 supplies no shorthand statutory mechanics. H.3323 would delete contract route |
Unissued shares; 'shares' includes convertible securities and securities carrying subscription/acquisition rights; no express option, warrant, or treasury-share rule (§ 6.30) |
No statutory fraction, uniform-terms rule, price rule, or special board standard in § 6.30; operative articles or contract must supply terms |
No statutory offer content, delivery method, exercise period, or special record date in § 6.30; follow the operative articles or contract and other applicable law |
No default cash, noncash, compensation, merger, conversion, formation-period, or public-offering exclusion in § 6.30; scope comes from the operative grant |
Right exists and varies under articles or corporation-party contract; § 6.30 states no waiver form, amendment vote, class vote, supermajority, or cumulative-voting protection |
No statutory outsider-sale period or special remedy in § 6.30; contract enforcement, securities compliance, fiduciary duty, valuation, and damages remain outside scope |
| Michigan verified 2026-08-31 | MCL 450.1343; ordinary domestic corporation; shareholders; unissued shares and included convertible/subscription securities; pre-Jan. 1, 1973 rights preserved |
General rule: opt-in through articles or corporation-shareholder agreement. Pre-Jan. 1, 1973 statutory/common-law rights preserved until articles amendment (§ 450.1343(1),(4)) |
Articles or agreement with 1+ shareholders may create/vary; shorthand election activates § 450.1343(2). Board prescribes uniform terms; articles amendment may limit, deny, grant, alter, or abolish |
Unissued shares; includes convertible or subscription/acquisition securities. Reacquired shares generally become authorized but unissued, subject to security-interest and no-reissue exceptions (§§ 450.1343(1),(3), 450.1344) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 450.1343(2)(a),(f)) |
No specified offer content, delivery method, minimum exercise period, or special record date; board-prescribed uniform terms must provide a fair and reasonable exercise opportunity (§ 450.1343(2)(a)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and every nonmoney issuance; no other express exclusion in § 450.1343(2)(c) |
Written waiver irrevocable without consideration; articles/agreement may vary. Articles may limit, deny, or grant; ordinary amendment uses board proposal + majority outstanding vote, with adverse-rights class vote (§§ 450.1343, 450.1602(n), 450.1611, 450.1615) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews right. No special remedy in § 450.1343; securities, fiduciary, valuation, and damages issues are outside scope |
| Minnesota verified 2026-08-31 | Minn. Stat. §§ 302A.401, 302A.413; ordinary domestic corporation; shareholder; same-class/series new or additional shares plus exchangeable, convertible, and subscription/acquisition rights |
Default right unless denied/limited in articles or by board under § 302A.401, subd. 2(b); no formation-date or legacy branch (§ 302A.413, subd. 1) |
Articles or authorized board action may deny/limit. Statutory denial does not prevent separately granted first-refusal or purchase rights for shareholders, subscribers, or others (§ 302A.413, subds. 1, 10) |
Same series, or same class if no series; new/additional shares and purchase rights; nonshare securities or rights exchangeable/convertible into or carrying acquisition rights for that series/class. No express treasury-share rule (§ 302A.413, subds. 2-3) |
Fraction = holder's pre-issue shares of class/series divided by total issued/outstanding class/series shares. Notice states price/terms; outsiders receive no lower price or more favorable terms (§ 302A.413, subds. 5, 7-8) |
Board causes notice at least 10 days before exercise deadline; state amount and calculation method, price/terms, exercise time and method. No separate preemptive-right record date stated (§ 302A.413, subd. 7) |
Unless articles restore: nonmoney, merger/exchange plan, majority-approved employee/incentive plan, exercise of prior purchase rights, public offering, and court-approved reorganization exclusions (§ 302A.413, subd. 4) |
Written waiver binding without consideration and issuance-specific unless waiver says otherwise. Affected class/series votes on limit/denial; if cumulative voting applies, sufficient director-electing opposition blocks amendment (§§ 302A.137, subd. 1(f); 302A.413, subds. 6, 9) |
Unpurchased securities: outside issuance within 1 year after exercise date at no lower price/no more favorable terms; later issuance renews rights. Materially adverse amendment appraisal applies unless articles opt out, generally subject to national-exchange limit; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 302A.413, subd. 8; 302A.471, subds. 1(a)(3), 3(c)) |
| Mississippi verified 2026-08-31 | Mississippi Business Corporation Act, Miss. Code §§ 79-4-6.30 to -6.31; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; qualifying existing corporations also subject to Act (§ 79-4-17.01) |
Opt-in only: no right unless articles provide it. Section 6.30 has no formation-date branch; Act applies to pre-effective-date domestic corporations incorporated under a general profit-corporation statute if amendment/repeal power was reserved (§§ 79-4-6.30(a), -17.01) |
Articles grant or vary right; shorthand election activates § 6.30(b). Board prescribes uniform terms; no separate board-, bylaw-, or agreement-created statutory source in § 79-4-6.30 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class-preference limits. Reacquired shares become authorized but unissued; articles may prohibit reissue and reduce authorized count (§§ 79-4-6.30(b)(4)-(5),(c), -6.31) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 79-4-6.30(b)(1),(6)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; right requires fair/reasonable opportunity under board-prescribed terms (§ 79-4-6.30(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and nonmoney sales; no merger-plan exclusion stated (§ 79-4-6.30(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny/vary. Limiting/denying an existing class right triggers separate class/series voting even for nonvoting shares; no preemptive-specific cumulative-voting protection (§§ 79-4-6.30(b)(2), -10.04) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. No express § 6.30 remedy/limitations period; appraisal for another amendment only if articles, bylaws, or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 79-4-6.30(b)(6), -13.02(a)(5)) |
| Missouri verified 2026-08-31 | Mo. Rev. Stat. §§ 351.055, 351.305; ordinary domestic Chapter 351 corporation; shareholder right to acquire additional shares; no broader security or issuance definition stated |
Default right unless articles limit or deny it; no formation-date or legacy branch stated (§ 351.305) |
Articles may state the extent of limitation or denial; §§ 351.055 and 351.305 state no separate board, agreement, or contractual-right source |
Additional shares only; §§ 351.055 and 351.305 do not specify treasury shares, options, warrants, convertible securities, subscriptions, or acquisition rights |
No statutory allocation fraction, price or consideration standard, uniform-terms requirement, or special board determination in § 351.305 |
No statutory offer content, delivery method, exercise period, or special record date in § 351.305; governing records and other applicable law must supply procedure |
No statutory cash, noncash, compensation, option, conversion, formation-period, merger-plan, reorganization, or public-offering exclusion in § 351.305 |
Articles may limit or deny. Post-payment amendment generally needs board submission, notice, and majority of outstanding entitled shares; class/series vote applies when special rights are adversely altered, but § 351.093 does not separately name preemptive rights (§§ 351.090, 351.093) |
No outsider-sale period or special ordinary-company remedy in § 351.305. Preemptive-right amendment appraisal in §§ 351.870-.875 is limited to statutory close corporations; securities, fiduciary, valuation, and damages issues remain outside scope |
| Montana verified 2026-08-31 | Montana Business Corporation Act, MCA §§ 35-14-630 to -631, -1004, -1302; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities |
Opt-in only: no statutory right unless articles provide it; no formation-date or legacy preemptive-right branch stated (§ 35-14-630(1)) |
Articles grant and may vary the statutory right; shorthand election activates § 35-14-630(2). Board sets uniform exercise terms; no separate agreement-created source in surveyed provisions |
Unissued shares include convertible and subscription/acquisition securities. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 35-14-630(3), -631) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration (§ 35-14-630(2)(a),(f)) |
No fixed offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity (§ 35-14-630(2)(a)) |
No right for compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, or noncash sales; no merger-plan or public-offering exclusion stated (§ 35-14-630(2)(c)) |
Holder may waive; written waiver is irrevocable without consideration. Articles may vary. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting (§§ 35-14-630(2)(b), -1004) |
Declined shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Amendment appraisal only if articles, bylaws, or board resolution grants it; securities, fiduciary, valuation, dilution, and damages remain outside scope (§§ 35-14-630(2)(f), -1302(1)(e)) |
| Nebraska verified 2026-08-31 | Neb. Rev. Stat. §§ 21-250 to -251, 21-2,152 to -2,153; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities; pre-1996 corporation branch |
Modern corporation: opt-in only. Corporation organized before Jan. 1, 1996: right continues unless articles expressly eliminated it on or after that date (§ 21-250(a)) |
Articles grant modern right, eliminate legacy right, or vary statutory mechanics; shorthand election activates § 21-250(b). Board sets uniform exercise terms; no separate agreement-created source in surveyed provisions |
Unissued shares include securities convertible into or carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 21-250(c), 21-251) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration (§ 21-250(b)(1),(6)) |
No fixed offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity (§ 21-250(b)(1)) |
No right for compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, or shares sold otherwise than for money; no merger-plan or public-offering exclusion stated (§ 21-250(b)(3)) |
Holder may waive; written waiver is irrevocable without consideration. Articles may vary or eliminate as applicable. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting (§§ 21-250(a)-(b), 21-2,153) |
Declined shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. No special remedy in § 21-250; securities, fiduciary, valuation, dilution, and damages issues remain outside scope |
| Nevada verified 2026-08-31 | NRS 78.265 and 78.267; ordinary Nevada domestic corporation; shareholder/stockholder; two systems keyed to Oct. 1, 1991. Legacy covers unissued/treasury shares and convertibles; modern covers unissued shares and included convertible/subscription securities |
Organized before Oct. 1, 1991: rights by default unless statute/articles limit or deny. Organized on/after date: no right unless articles opt in (NRS 78.265(1)-(2), 78.267(1)-(2)) |
Articles limit/deny/vary legacy right and grant/vary modern right; modern shorthand election activates § 78.267(3). Board fixes legacy fair-opportunity terms or uniform modern terms. No separate bylaw/agreement statutory source in §§ 78.265-.267 |
Legacy: unissued shares, treasury shares, and convertible securities. Modern: unissued shares, including securities convertible into or carrying subscription/acquisition rights; class limits. Treasury shares stay issued until restored to unissued, so § 78.267 does not expressly cover them (NRS 78.265(2), 78.267(3)(d)-(e),(4), 78.283) |
Legacy: board-fixed terms providing fair/reasonable opportunity; no express proportional formula. Modern: proportional amounts on uniform board-prescribed fair/reasonable terms; outsider consideration set by board and cannot be lower (NRS 78.265(3)(e), 78.267(3)(a),(f)) |
Neither branch states offer content, delivery method, exercise period, minimum notice, or special record date; both use a fair/reasonable opportunity under board-fixed terms (NRS 78.265(3)(e), 78.267(3)(a)) |
Legacy: approved/approved-plan director-officer-employee issues, noncash issues, holder's same-time issue, same offering, and Exchange Act § 12 registered issue. Modern: compensation, compensation conversion/option, article-authorized first-6-month, and nonmoney issues. No merger-plan exclusion stated (NRS 78.265(3)(a), 78.267(3)(c)) |
Legacy articles may limit/deny; modern holder may waive and written waiver is irrevocable without consideration. No preemptive-specific amendment/cumulative rule. General adverse-right class/series vote may apply, but articles may specifically deny it (NRS 78.265(2)-(3), 78.267(3)(b), 78.390(2)) |
Modern unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Legacy has no stated outsider window. No express remedy or limitations period in §§ 78.265-.267; securities, fiduciary, valuation, and damages issues remain outside scope |
| New Hampshire verified 2026-08-31 | New Hampshire Business Corporation Act, RSA §§ 293-A:6.30-.31, 10.04, 13.02; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities |
Opt-in only: articles must say corporation elects preemptive rights or use similar words; no formation-date or legacy branch (§ 293-A:6.30(a)) |
Articles may prescribe type/extent by including, modifying, or excluding any 6 default terms; silence after election activates all. Board sets default uniform exercise terms; no separate agreement-created source in surveyed provisions (§ 293-A:6.30(b)) |
Default covers unissued shares plus convertible and subscription/acquisition securities. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 293-A:6.30(c), 6.31) |
Default: proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration; articles may change these terms (§ 293-A:6.30(b)(1),(6)) |
No fixed default offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity, subject to article changes (§ 293-A:6.30(b)(1)) |
Default excludes compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, and nonmoney sales; articles may change list. No default merger-plan/public-offering exclusion (§ 293-A:6.30(b)(3)) |
Default holder waiver permitted; written waiver irrevocable without consideration; articles may change. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting (§§ 293-A:6.30(b)(2), 10.04) |
Default outsider issuance: within 1 year at no lower consideration; lower/later offer renews rights; articles may change. Amendment appraisal only if articles, bylaws, or board resolution grants it; other boundaries remain outside (§§ 293-A:6.30(b)(6), 13.02(a)(5)) |
| New Jersey verified 2026-08-31 | N.J.S.A. § 14A:5-29; ordinary domestic corporation; shareholders; cash issuance of same-class shares/options and included same-class convertibles; Jan. 1, 1969 split |
After Jan. 1, 1969: no right unless certificate opts in. Before Jan. 1, 1969: default right unless pre-1969 shareholder bylaw or certificate opts out (§ 14A:5-29(1)-(2)) |
Certificate grants, varies, alters, or abolishes; shorthand election activates subsection (3). Board fixes offer terms and later buyer; no separate agreement-created source in § 14A:5-29 |
Cash-issued shares/options of same class; extends to obligations or other securities convertible into same-class shares. No express treasury-share rule in § 14A:5-29(3)(a)-(b) |
Pro rata portion based on same-class shares held; notice states price and terms; board chooses later buyers, who must pay no less than shareholder offer (§ 14A:5-29(3)(a),(e)-(f)) |
Notice to each entitled record shareholder: amount + allocation method, price/terms, exercise time/method; at least 30 days before deadline. No delivery method stated (§ 14A:5-29(3)(e)) |
Right applies to cash issuance; mixed cash/noncash is not cash. Excludes merger/consolidation, Chapter 8, conversion/option satisfaction, court-approved reorganization, and original-certificate securities issued within 6 months (§ 14A:5-29(3)(b),(d)) |
Shareholder may waive; written waiver binds without consideration. Certificate may vary, alter, or abolish; § 14A:5-29 states no special class-vote, supermajority, or cumulative-voting rule |
Declined securities: issue/sell/option within 1 year after exercise deadline at no lower price; after 1 year rights renew. No special remedy in § 14A:5-29; securities, fiduciary, valuation, and damages issues are outside scope |
| New Mexico verified 2026-08-31 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-26, 53-11-5; ordinary domestic corporation; shareholder; authorized-but-unissued shares and securities convertible into or carrying subscription/acquisition rights |
Default right unless statute or articles limit/deny it; no formation-date or legacy-right branch in § 53-11-26. Some pre-June 18, 1983 corporations retain older amendment voting thresholds until statutory opt-in, but that does not change right existence (§§ 53-11-26, 53-18-6.1) |
Articles may limit/deny default and may later limit, deny, or grant class rights; board fixes fair/reasonable opportunity terms. No separate bylaw/agreement-created statutory source (§§ 53-11-26, 53-13-1(O)) |
Authorized-but-unissued shares and securities convertible into or carrying subscription/acquisition rights. Treasury shares are issued until board retirement/restoration to authorized-unissued status; § 53-11-26 does not directly include treasury shares (§§ 53-11-5(A),(C), 53-11-26) |
Board fixes terms/conditions providing fair/reasonable opportunity; no statutory fraction, proportional-allocation measure, price floor, uniform-terms rule, or consideration standard (§ 53-11-26(D)) |
No statutory offer content, notice form/delivery, exercise method/deadline, minimum period, or special record date; board-fixed terms must provide fair/reasonable opportunity (§ 53-11-26(D)) |
No statutory cash, noncash, compensation, option/conversion, initial-issuance, merger-plan, reorganization, or public-offering exclusion; articles may vary the default (§ 53-11-26) |
No statutory holder-waiver form, revocability, or consideration rule. Articles may limit/deny/grant. Limiting/denying a class right triggers a class vote even if otherwise nonvoting; materially adverse alteration/abolition triggers dissent. Some pre-1983 corporations retain 2/3 amendment threshold until opt-in (§§ 53-13-1(O), -13-3(G), 53-15-3(A)(4)(c), 53-18-6.1) |
No statutory outsider-issuance window, price floor, renewed-offer rule, or preemptive-enforcement limitations period in § 53-11-26. Materially adverse amendment altering/abolishing the right gives dissent and payment; securities, fiduciary, valuation, and other damages issues remain outside scope (§ 53-15-3(A)(4)(c)) |
| New York verified 2026-08-31 | N.Y. Bus. Corp. Law § 622; ordinary domestic corporation; qualifying equity- and voting-share holders; corporate issuance or grant of rights/options involving covered shares or securities |
Incorporated on/after § 622(b)(2)'s effective date: opt-in by certificate. Earlier corporation: certificate-subject legacy right when issuance adversely affects qualifying dividend or voting rights (§ 622(b)-(c)) |
Certificate may create the modern right or vary the legacy system; board fixes reasonable exercise time/conditions and apportionment. Section 622 states no separate contractual-right system |
Shares/securities to be issued or subjected to purchase rights/options, including convertibles and securities carrying purchase rights/options; treasury shares excluded by default (§ 622(a),(b),(e)) |
As nearly as practicable preserve relative unlimited-dividend and voting rights; price no less favorable than outsider price; board apportions, binding absent fraud/bad faith (§ 622(d)) |
Record holders at § 604 date only; personal/mail notice states exercise time, terms/conditions, and apportionment at least 15 days before expiration; board fixes reasonable period (§ 622(f)-(g)) |
Certificate-subject exclusions: merger/consolidation or noncash offer; § 505(d) compensation rights/options; prior conversion/option rights; treasury shares; original-certificate securities within 2 years; federal reorganization plan (§ 622(e)) |
Certificate may deny or vary legacy rights and expressly grant modern rights; § 622 states no transaction-waiver form, special preemptive-right amendment vote, or cumulative-voting condition |
Unpurchased securities: up to 1 year after exercise expiration at no lower price, then reoffer. Board apportionment binding absent fraud/bad faith; § 622 states no special damages/remedy (§ 622(d),(h)) |
| North Carolina verified 2026-08-31 | N.C. Gen. Stat. § 55-6-30; ordinary domestic corporation; shareholders; unissued shares and included convertible/subscription securities; pre-July 1, 1990 nonpublic branch |
General rule: no right unless articles opt in. Nonpublic corporation formed before July 1, 1990: default right unless articles expressly opt out (§ 55-6-30(a),(d)) |
Articles grant, vary, or terminate the statutory right; shorthand election activates subsection (b). Board prescribes uniform exercise terms; § 55-6-30 states no separate agreement-based source |
Unissued shares; includes securities convertible into or carrying a subscription/acquisition right; no treasury-share coverage; no cross-class right (§ 55-6-30(a),(b)(4),(c)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable exercise opportunity; board sets outsider consideration, which cannot be lower (§ 55-6-30(b)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; board-prescribed uniform terms must provide a fair and reasonable exercise opportunity (§ 55-6-30(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and qualifying nonmoney issuances; no other express exclusion in § 55-6-30(b)(3) |
Shareholder may waive; written waiver is irrevocable without consideration. Articles may vary or deny; no cross-class right; § 55-6-30 states no amendment-vote or cumulative-voting rule (§ 55-6-30(b)(2),(4),(d)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews the right. No special remedy in § 55-6-30; securities, fiduciary, valuation, and damages issues are outside scope |
| North Dakota verified 2026-09-03 | N.D.C.C. ch. 10-19.1; ordinary domestic for-profit corporation; registered shareholder (including private-key record owner) gets same-class/series and related-security issuance right (§§ 10-19.1-01(57), -02, -65) |
Opt-out default: right exists unless articles or authorized board action denies/limits it; qualifying shareholder control agreement may modify. Chapter covers post-June 1985 corporations and all covered existing corporations after June 30, 1986 (§§ 10-19.1-02, -04, -10(2)(o), -65(1)) |
Articles may deny/limit; board may do so when fixing class/series rights under § 10-19.1-61(2)(b),(3); all-holder control agreement may modify default. Denial does not bar separate first-refusal or purchase rights (§§ 10-19.1-10(2)(o), -65(1),(10), -83) |
Unissued same-class/series shares or purchase rights, plus securities/rights exchangeable or convertible into or carrying acquisition rights for that class/series. Rights-to-purchase contracts are distinct; reacquired unpledged shares usually become authorized but unissued (§§ 10-19.1-64 to -65, -93) |
Fraction = holder's pre-issue same-class/series shares ÷ total issued/outstanding same-class/series shares. Notice states price and terms; board authorizes issue and chooses later purchasers, who cannot receive better terms (§§ 10-19.1-61(1), -65(5),(7)-(8)) |
Give each entitled holder notice at least 10 days before exercise due; state amount and calculation, price/terms, exercise time/method. General mail, delivery, consented-electronic, and fair/reasonable notice rules apply; fraction uses holdings before new issue (§§ 10-19.1-01(39), -65(5),(7)) |
Unless articles restore rights: noncash issue; merger/exchange plan; approved employee/incentive plan; exercise of existing purchase rights; unrestricted-resale public offering; court-approved reorganization (§ 10-19.1-65(4)) |
Written waiver binds without consideration and defaults to described issuance only. Limiting amendment triggers affected class/series vote; if cumulative voting applies, blocking votes sufficient to elect 1 director defeat amendment (§§ 10-19.1-20(7), -65(6),(9)) |
For up to 1 year after board's exercise date, issue unpurchased securities to board-chosen persons at no lower price/no better terms; then rights renew. Materially adverse amendment altering/abolishing right can trigger dissenters' fair-value remedy unless articles negate it; securities, fiduciary, valuation, and other disputes remain outside scope (§§ 10-19.1-65(8), -87(1)(a)(3)) |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. § 1006(B)(3); ordinary domestic stock corporation; holders named by certificate; additional stock issues and convertible securities |
Opt-in only: no shareholder right unless and only to extent expressly granted in certificate; no formation-date or legacy branch (§ 1006(B)(3)) |
Certificate is the current statutory source and defines holders/scope; § 1006(B)(3) states no board- or agreement-created substitute. Enacted § 1016(18) adds a separate corporation-holder contract route Nov. 1, 2026 (2026 O.S.L. ch. 304) |
Certificate may cover any/all additional stock issues of any/all classes or series and securities convertible into that stock; fractional shares expressly excluded. No express option, warrant, subscription-right security, or treasury-stock rule (§ 1006(B)(3)) |
No statutory fraction, allocation method, price/consideration standard, uniform-terms rule, or board-determination procedure; certificate controls (§ 1006(B)(3)) |
No statutory offer content, notice form/delivery, exercise method/deadline, minimum period, or special record date; certificate controls (§ 1006(B)(3)) |
Fractional shares are excluded. No statutory cash, noncash, compensation, option/conversion, initial-issuance, merger-plan, reorganization, or public-offering exclusion; certificate controls (§ 1006(B)(3)) |
No statutory holder-waiver form, revocability, consideration rule, or preemptive-specific class/cumulative-voting protection. Certificate grants, defines, limits, or denies the right; changing it uses applicable certificate-amendment law (§ 1006(B)(3)) |
No statutory outsider-issuance window, price floor, renewed-offer rule, remedy, or limitations period in § 1006(B)(3). Certificate/contract enforcement plus securities, fiduciary, valuation, and damages questions remain outside scope |
| Oregon verified 2026-08-31 | Oregon Business Corporation Act, ORS ch. 60; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; pre-June 15, 1987 corporation branch (ORS 60.174) |
Modern: no right unless articles opt in. Incorporated before June 15, 1987: legacy rights unless limited/denied by § 60.174 or articles; post-date amendment/restatement may eliminate them by stated waiver election (ORS 60.174(1)-(2)) |
Articles grant/vary modern right and may limit/deny legacy right; shorthand election activates subsection (3). Board prescribes uniform terms. No separate agreement-created statutory source in ORS 60.174 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class-preference limits apply. No express treasury-share rule in ORS 60.174 (§ 60.174(3)(d)-(e),(4)) |
Modern elected right: proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which cannot be lower. Legacy right's detailed allocation and price mechanics depend on articles/other applicable law (§ 60.174(1),(3)(a),(f)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; modern branch requires a fair/reasonable opportunity under board-prescribed terms (§ 60.174(3)(a)) |
Modern excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months after incorporation, and nonmoney sales; no merger-plan exclusion stated. Legacy right remains subject to limits in the section and articles (§ 60.174(1),(3)(c)) |
Modern shareholder may waive; written waiver irrevocable without consideration. Articles may vary modern right or limit/deny legacy right. Limiting/denying an existing class right triggers separate class/series voting even for nonvoting shares; no preemptive-specific cumulative-voting rule (§§ 60.174(1),(3)(b), 60.441) |
Modern unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Materially adverse article amendment altering/abolishing a holder's right creates appraisal, subject to challenge and exchange-listed-share limits. Securities, fiduciary, valuation, and other damages issues remain outside scope (§§ 60.174(3)(f), 60.554) |
| Pennsylvania verified 2026-08-31 | 15 Pa.C.S. §§ 1525(e), 1530; ordinary business corporation and rights created by articles. Separate statutory-close-corporation branch in § 2321(b) |
Ordinary corporation: opt-in through articles; no formation-date/legacy branch stated. Statutory close corporation: voting-holder right unless shareholder-adopted bylaw provides otherwise (§§ 1530, 2321(b)) |
Ordinary right depends on articles; § 1525(e) permits a shareholder-approved same-class/series rights plan for shares already subject to rights. Statutory-close default may be changed by shareholder-adopted bylaw |
Ordinary articles may cover shares, option rights, conversion/option securities, or obligations. Statutory-close default covers voting shares and options/conversion securities tied to voting shares (§§ 1530, 2321(b)) |
No statutory fraction, price rule, uniform-term standard, or board-determination rule in §§ 1525(e), 1530, or 2321(b); governing articles, bylaw, or approved plan must supply terms |
No offer-content, delivery, minimum exercise-period, or preemptive-right record-date rule in §§ 1525(e), 1530, or 2321(b); governing articles, bylaw, or plan controls |
Ordinary exclusions depend on articles. Statutory-close right covers any consideration but excludes issues under plans subject to Chapter 15 Subchapter D dissenters rights (§ 2321(b)) |
Ordinary articles may deny or define right; statutory-close default may be changed by shareholder-adopted bylaw. No individual-waiver form, special amendment/class vote, or cumulative-voting condition in surveyed provisions |
No statutory outside-issuance window or special remedy in §§ 1525(e), 1530, or 2321(b); governing records and otherwise-applicable securities, fiduciary, valuation, contract, and remedy law remain separate |
| Rhode Island verified 2026-08-31 | Rhode Island Business Corporation Act, R.I. Gen. Laws §§ 7-1.2-601, -613, -904; ordinary domestic corporation; shareholders; unissued shares and specified equity-linked securities; July 1, 2005 split |
Before July 1, 2005: statutory right unless limited/denied by § 613 or articles. On/after that date: no right unless articles grant it (§ 7-1.2-613(a)-(b)) |
Older regime: articles may limit/deny. Modern regime: articles grant and may vary the shorthand-election defaults. Board fixes fair/reasonable terms; § 613 states no separate agreement-created statutory source |
Both regimes cover unissued shares and convertible/subscription/acquisition securities. Canceled reacquired shares become authorized but unissued unless articles bar reissue; held uncanceled shares are not expressly called unissued (§§ 7-1.2-601, -613) |
Older: board-fixed fair/reasonable exercise opportunity; no statutory proportional formula. Modern: proportional amounts on uniform board-set fair/reasonable terms; board sets outsider consideration (§ 7-1.2-613(a)(5), (b)(1),(6)) |
Neither regime states fixed offer content, delivery method, exercise period, or special record date; board terms provide a fair/reasonable opportunity, subject to article changes (§ 7-1.2-613(a)(5), (b)(1)) |
Older: qualifying employee/shareholder-plan issuances and nonmoney sales excluded, plus preferred/limited and nonvoting class limits. Modern: compensation, related option/conversion, first-6-month, and nonmoney exclusions plus class limits; no merger-plan/public-offering exclusion stated (§ 7-1.2-613(a)(1)-(4), (b)(3)-(5)) |
Older: articles may limit/deny; no statutory holder-waiver mechanics. Modern: holder may waive; written waiver irrevocable without consideration; articles may vary. Limiting/denying amendment gives affected class/series a separate vote (§§ 7-1.2-613, -904) |
Older: no statutory outsider window or special remedy. Modern: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. § 613 states no special remedy; securities, fiduciary, dilution, valuation, and damages issues remain outside scope |
| South Carolina verified 2026-08-31 | S.C. Code §§ 33-6-300 to -310; ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; no formation-date branch |
Default right unless articles provide otherwise; express election not to have rights disables statutory principles. No formation-date or legacy branch (§ 33-6-300(a)-(b)) |
Articles deny or vary; opt-out wording disables subsection (b). Board prescribes uniform terms and outsider consideration; no separate agreement-created source in § 33-6-300 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 33-6-300(c), 33-6-310) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 33-6-300(b)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 33-6-300(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, article-authorized shares issued within 6 months, and nonmoney sales; no merger-plan exclusion stated (§ 33-6-300(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny/vary; limiting/denying a class right triggers separate class/series voting even for nonvoting shares (§§ 33-6-300(b)(2), 33-10-104(a)(8),(b)-(d)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Materially adverse abolition creates appraisal; excluded/nonright issuance does not impair a board-duty remedy. Securities, valuation, and other damages issues remain outside scope (§§ 33-6-300(b)(6),(d), 33-13-102(A)(4)(iii)) |
| South Dakota verified 2026-09-03 | SDCL ch. 47-1A; ordinary domestic for-profit corporation; right belongs to record shareholders and nominee-certified beneficial owners when board decides to issue unissued shares (§§ 47-1A-140(4),(35), -630) |
Opt-out default: shareholders have the right unless articles limit or deny it. Act also applies to domestic corporations existing at its effective date; no separate legacy-right branch (§§ 47-1A-630, -1701) |
Articles may limit, deny, or vary statutory mechanics; board prescribes uniform offer terms. Qualifying all-shareholder agreement may override inconsistent Act rules if it meets statutory form and public-policy limits (§§ 47-1A-630, -732 to -732.1) |
Unissued and treasury shares; 'shares' includes convertible securities and securities carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 47-1A-630 to -631) |
Proportional amount of unissued shares on uniform board-prescribed terms providing a fair and reasonable opportunity; outsider consideration set by board may not be below offer consideration (§ 47-1A-630(1),(6)) |
No fixed notice content, delivery method, exercise period, or special record-date rule in § 47-1A-630; board-set uniform terms must provide a fair and reasonable opportunity, subject to article variation |
No right for director/officer/agent/employee compensation shares; compensation conversion/option shares; article-authorized shares issued within 6 months after incorporation; or shares sold other than for money (§ 47-1A-630(3)) |
Any right may be waived; written waiver is irrevocable without consideration. Articles may vary; limiting/denying amendment gives affected class/series a separate vote even if nonvoting. Cumulative voting concerns director elections (§§ 47-1A-630(2), -728, -1003 to -1004) |
Unpurchased shares: issue to anyone within 1 year at no lower consideration; lower/later issuance renews rights. No special § 47-1A-630 remedy; appraisal for another amendment only if governing records or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§ 47-1A-1302(5)) |
| Tennessee verified 2026-08-31 | Tenn. Code Ann. §§ 48-16-205, -301; ordinary domestic corporation; shareholders; unissued shares and included convertible/subscription securities; no formation-date branch |
Opt-in only: shareholder status alone creates no right; charter must provide it. No formation-date or legacy branch in § 48-16-301(a) |
Charter grants or varies; shorthand election activates subsection (b). Board prescribes uniform terms; separately contracted preemptive or other priority rights are preserved (§ 48-16-301(b),(d)) |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights. Options or warrants consuming protected shares require holder approval unless granted in satisfaction; no express treasury-share rule (§§ 48-16-205(a)(1), -301(c)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 48-16-301(b)(1),(6)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 48-16-301(b)(1)) |
Excludes compensation shares, compensation conversion/option shares, charter-authorized shares issued within 6 months, and noncash issuances; no merger-plan exclusion stated (§ 48-16-301(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Charter may vary; option grants may require holder consent; limiting/denying a class right triggers separate class/series voting even for nonvoting shares (§§ 48-16-205(a)(1), -301(b)(2), 48-20-104(a)(7),(b)-(d)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews rights. Materially adverse charter abolition creates appraisal, subject to listed-market limit; securities, fiduciary, valuation, and other damages issues remain outside scope (§§ 48-16-301(b)(6), 48-23-102(a)(4)(C),(b)-(c)) |
| Texas verified 2026-08-31 | Tex. Bus. Orgs. Code §§ 21.201-.208; ordinary domestic corporation; registered shareholder; unissued or treasury shares and included convertible/subscription securities |
Formed on/after Sept. 1, 2003: opt-in by certificate. Formed before that date: certificate-subject statutory right, later limitable or deniable by certificate amendment (§§ 21.203, 21.208) |
Certificate may grant or vary right; shorthand election activates § 21.204. Enforceable nonstatutory rights may arise in corporation contracts or governing documents (§ 21.203) |
Unissued and treasury shares; 'shares' includes securities convertible into shares or carrying subscription/acquisition rights (§§ 21.202-.204) |
Proportional amounts on board-prescribed uniform terms providing fair and reasonable exercise opportunity; board sets outside-sale consideration (§ 21.204(a),(e)) |
No offer-content or minimum exercise-period rule in §§ 21.203-.205; corporation may treat registered holder at applicable record date as owner for exercise/waiver (§ 21.201(a)(4)) |
No right for compensation shares/options, certificate-authorized shares issued within 180 days after formation, or nonmoney issuances; class/preference exclusions also apply (§ 21.204(b)-(d)) |
Shareholder may waive; written waiver irrevocable with or without consideration. Certificate may vary statutory election; legacy right may be denied/limited by certificate amendment (§§ 21.203, 21.205, 21.208) |
Unpurchased shares: one year at no lower consideration, then reoffer. Enforcement action: earlier of one year after specified notice or four years after latest issuance/sale/distribution; successor needs assignment (§§ 21.204(e), 21.206-.207) |
| Utah verified 2026-08-31 | Utah Revised Business Corporation Act, Utah Code §§ 16-10a-630, -1704(3); ordinary domestic corporation; shareholder; unissued shares and included convertible/subscription securities; pre-July 1, 1992 preserved-right branch |
Modern: opt-in only. Holder entitled immediately before July 1, 1992 because articles did not deny rights: preserved until each voting group approves contrary resolution at amendment-equivalent percentage (§§ 16-10a-630(1), -1704(3)) |
Articles grant or vary modern right; shorthand election activates § 630(2). Legacy right may end by voting-group resolution. Board prescribes uniform terms; no separate agreement-created source in § 630 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class-preference limits apply. Acquired shares are authorized but unissued under separate § 631, so reissuance can enter the § 630 framework (§§ 16-10a-630(2)(d)-(e),(3), -631(1)) |
Number proposed proportional to holder's percentage ownership of outstanding shares; uniform board-prescribed terms provide fair/reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 16-10a-630(2)(a),(f)) |
No stated offer content, delivery method, exercise period, minimum notice, or special record date; right requires a fair/reasonable opportunity under board-prescribed terms (§ 16-10a-630(2)(a)) |
Excludes service-compensation shares, compensation conversion/option shares, shares issued within 6 months after incorporation, and noncash sales; no merger-plan exclusion stated (§ 16-10a-630(2)(c)) |
Holder may waive; written waiver irrevocable without consideration. Materially adverse amendment altering/abolishing right needs majority of votes entitled in affected group. Limiting/denying class right triggers separate class/series vote even if nonvoting, but original/preissuance/majority-authorized article terms may restrict that vote (§§ 16-10a-630(2)(b), -1003(5)(b)(iii), -1004(1)(h),(2)-(5)) |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. No express § 630 remedy/limitations period; dissent for another corporate action only if articles, bylaws, or board resolution grants it. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 16-10a-630(2)(f), -1302(2)) |
| Vermont verified 2026-09-03 | 11A V.S.A. §§ 6.30-6.31; ordinary domestic for-profit corporation; registered or registration-entitled shareholder right on corporate issue when articles elect (§§ 1.40(4),(20), 6.30) |
Opt-in only: no right unless articles use statutory election or similar words. Articles may specify type/extent; six statutory terms apply if electing articles do not. No formation-date or legacy branch in § 6.30 |
Articles elect, prescribe, modify, or exclude statutory terms; board prescribes uniform terms. Qualifying all-shareholder agreement may override inconsistent title rules if it meets form/unanimity/public-policy limits (§§ 6.30(b), 7.32(a)-(b)) |
Unissued shares; 'shares' includes convertible securities and securities carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 6.30(c), 6.31) |
Default is proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity. Outsider issue uses consideration set for exercise; lower consideration renews rights (§ 6.30(b)(1),(6)) |
No fixed offer content, delivery method, exercise period, or preemptive-right record date in § 6.30; uniform board terms must provide a fair and reasonable opportunity, subject to article variation |
Default exclusions: compensation shares; compensation conversion/option shares; article-authorized shares issued within 6 months after incorporation; shares sold other than for money. Articles may modify/exclude the list (§ 6.30(b)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may vary. Limiting/denying amendment gives affected class/series separate vote even if nonvoting; no preemptive-specific cumulative-voting rule (§§ 6.30(b)(2), 10.03-10.04) |
Unpurchased shares: issue to anyone within 1 year at exercise consideration; lower/later offer renews rights. Materially adverse amendment altering/abolishing right gives dissenters' fair-value claim. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 6.30(b)(6), 13.02(a)(6)(C)) |
| Virginia verified 2026-08-31 | Va. Code § 13.1-651; ordinary domestic stock corporation; shareholders; unissued shares plus warrants, rights, options, convertibles, and acquisition obligations; Dec. 31, 2005 split |
On/before Dec. 31, 2005: default right unless articles limit/deny. After that date: no right unless articles opt in (§ 13.1-651(A)-(B)) |
Articles grant, limit, deny, or vary; board prescribes uniform exercise terms and outsider consideration; no separate agreement-created source in § 13.1-651 |
Unissued shares; includes warrants, rights, options, convertible securities/obligations, and instruments carrying subscription/acquisition rights; no express treasury-share rule (§ 13.1-651(A),(D)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 13.1-651(C)(1),(7)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 13.1-651(A),(C)(1)) |
Excludes officer/employee/agent compensation shares, compensation conversion/option shares, shares issued within 6 months after certificate effectiveness, and noncash issuances; no other express exclusion (§ 13.1-651(C)(3)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may limit, deny, or vary; class preference/voting limits apply; § 13.1-651 states no special amendment or cumulative-voting rule |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews rights. No special remedy in § 13.1-651; securities, fiduciary, valuation, and damages issues are outside scope |
| Washington verified 2026-08-31 | RCW 23B.06.300; ordinary domestic corporation; shareholders; unissued shares plus included convertible/subscription securities; Jan. 1, 2020 formation split |
Before Jan. 1, 2020: default right unless articles opt out. On/after that date: no right unless articles opt in (§ 23B.06.300(1)-(2)) |
Articles grant, deny, or vary; shorthand election activates subsection (3). Board prescribes uniform terms and outsider consideration; no separate agreement-created source in § 23B.06.300 |
Unissued shares; includes securities convertible into or carrying subscription/acquisition rights; class preference limits apply; no express treasury-share rule (§ 23B.06.300(1),(3)(d),(f)) |
Proportional amounts on uniform board-prescribed terms providing a fair and reasonable opportunity; board sets outsider consideration, which cannot be lower (§ 23B.06.300(3)(a),(e)) |
No specified offer content, delivery method, minimum exercise period, or special record date; uniform board terms must provide a fair and reasonable opportunity (§ 23B.06.300(3)(a)) |
Excludes service-provider compensation shares, compensation conversion/option shares, shares issued under the initial financing plan, and nonmoney issuances; no other express exclusion (§ 23B.06.300(3)(c)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may deny or vary; class preference limits apply; § 23B.06.300 states no special amendment or cumulative-voting rule |
Unpurchased shares: outsider issuance within 1 year at no lower consideration; lower price or later offer renews rights. No special remedy in § 23B.06.300; securities, fiduciary, valuation, and damages issues are outside scope |
| West Virginia verified 2026-08-31 | West Virginia Business Corporation Act, W. Va. Code §§ 31D-6-630 to -631, 31D-10-1004, 31D-13-1302; ordinary domestic corporation; shareholders; unissued shares plus convertible and subscription/acquisition securities |
Opt-in only: no statutory right unless articles provide it; no formation-date or legacy preemptive-right branch stated (§ 31D-6-630(a)) |
Articles grant and may vary the statutory right; shorthand election activates § 31D-6-630(b). Board sets uniform exercise terms; no separate agreement-created source in surveyed provisions |
Unissued shares include convertible and subscription/acquisition securities. Lawfully reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 31D-6-630(c), -631) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets exercise and outsider consideration (§ 31D-6-630(b)(1),(6)) |
No fixed offer content, delivery method, minimum exercise period, or special record date; board terms must provide a fair and reasonable opportunity (§ 31D-6-630(b)(1)) |
No right for compensation shares, shares satisfying compensation conversion/option rights, article-authorized first-6-month shares, or shares sold otherwise than for money; no merger-plan or public-offering exclusion stated (§ 31D-6-630(b)(3)) |
Holder may waive; written waiver is irrevocable without consideration. Articles may vary. Limiting/denying amendment gives affected class/series a separate vote even if nonvoting (§§ 31D-6-630(b)(2), 31D-10-1004) |
Declined shares: outsider issuance within 1 year at no lower consideration; lower/later offer renews rights. Amendment appraisal only if articles, bylaws, or board resolution grants it; securities, fiduciary, valuation, dilution, and damages remain outside scope (§§ 31D-6-630(b)(6), 31D-13-1302(a)(5)) |
| Wisconsin verified 2026-08-31 | Wis. Stat. §§ 180.0627, 180.0630, 180.1701, 180.1705; ordinary domestic corporation; shareholders and other-security holders; unissued shares and convertible/subscription/acquisition securities; preexisting-class branch |
Modern class: opt-in only. Preexisting class means shares authorized before Jan. 1, 1991, whenever issued, and retains a default right unless articles or § 180.1705 limit/deny it (§§ 180.0630(2),(7), 180.1701, 180.1705) |
Articles grant or vary modern right and may limit/deny legacy right; shorthand election activates §§ 180.0630(3)-(6). Board sets exercise terms; no separate agreement-created source in surveyed provisions |
Modern: unissued shares and other securities, meaning convertible or subscription/acquisition securities. Legacy: unissued shares, convertibles, and subscription/acquisition rights. Treasury shares remain issued unless restored to authorized-but-unissued status (§§ 180.0627(1)(a), 180.0630, 180.0631, 180.1705) |
Modern: proportional amounts on uniform board terms providing fair/reasonable opportunity; board sets outsider consideration. Legacy: board-fixed terms providing fair/reasonable opportunity, with no express proportional formula (§§ 180.0630(3),(6), 180.1705(5)) |
No fixed offer content, delivery method, minimum exercise period, or special record date in either regime; board terms must provide a fair and reasonable opportunity (§§ 180.0630(3), 180.1705(5)) |
Modern: compensation, compensation conversion/option, article-authorized first-6-month, and nonmoney/non-payment-obligation exclusions. Legacy: approved director/officer/employee issues and noncash shares, convertibles, or rights; no formation-period exclusion (§§ 180.0630(5), 180.1705(1)) |
Modern written waiver is irrevocable without consideration; articles may vary. Modern limiting/denying amendment gives affected class/series a separate vote even if nonvoting; qualifying preexisting-class corporation may elect § 180.1707's legacy class/series vote (§§ 180.0630(4), 180.1004, 180.1707) |
Modern outsider issuance: within 1 year at no lower consideration; lower/later offer renews rights. Legacy § 180.1705 states no outside period. Amendment appraisal is optional only if articles grant it, generally subject to public-market exception; securities, fiduciary, valuation, and damages issues remain outside scope (§§ 180.0630(6), 180.1302(2),(4)) |
| Wyoming verified 2026-09-03 | Wyoming Business Corporation Act, W.S. §§ 17-16-101 to -1805; ordinary domestic for-profit corporation; registered, nominee-certified beneficial, or specified private-key shareholder right on corporate issue (§§ 17-16-140(a)(iv),(xxxvii), -630) |
Opt-in only: no right except as articles provide; shorthand election activates subsection (b). Former-law rights for pre-Act corporations continued only 4 years, so no live legacy branch (§§ 17-16-630(a), -1701) |
Articles grant and may vary statutory mechanics; board prescribes uniform terms. Qualifying all-shareholder agreement may override inconsistent Act rules; agreements in force July 1, 1997 preserved (§§ 17-16-630(b), -732(a)-(b)) |
Unissued shares; statutory 'shares' includes convertible securities and securities carrying subscription/acquisition rights. Reacquired shares become authorized but unissued unless articles prohibit reissue (§§ 17-16-630(c), -631) |
Proportional amounts on uniform board-prescribed terms providing fair/reasonable opportunity; board sets outsider consideration, which may not be below exercise consideration (§ 17-16-630(b)(i),(vi)) |
No fixed offer content, delivery method, exercise period, or preemptive-right record date in § 17-16-630; uniform board terms must provide a fair and reasonable opportunity, subject to article variation |
No right for compensation shares; shares satisfying compensation conversion/option rights; article-authorized shares issued within 6 months after incorporation; or shares sold otherwise than for money (§ 17-16-630(b)(iii)) |
Shareholder may waive; written waiver irrevocable without consideration. Articles may vary; limiting/denying amendment gives affected class/series separate vote even if nonvoting. No preemptive-specific cumulative-voting rule (§§ 17-16-630(b)(ii), -1003 to -1004) |
Unpurchased shares: issue to anyone within 1 year at no lower consideration; lower/later offer renews rights. Amendment altering/abolishing right triggers appraisal, subject to statutory limits. Securities, fiduciary, valuation, and damages issues remain outside scope (§§ 17-16-630(b)(vi), -1302(a)(iv)(C)) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
Have a specific situation?
A 50-state comparison shows the landscape. Ask your exact question and see what your state's law says for your facts, with citations.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace