Corporate Stock Issuance and Share-Certificate Requirements by State
Who may authorize an ordinary domestic private business corporation's original issuance of shares, what consideration, adequacy, payment, shareholder-approval, certificate, uncertificated-share, legend, and ownership-record requirements apply, and when are the shares fully paid and nonassessable?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check September 4, 2026
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What this survey covers
Authorizing shares in the articles is not the same act as issuing them to an owner. This survey follows an original issuance from the available class or series and authorizing actor through consideration, adequacy, payment, any special shareholder vote, certificate or uncertificated notice, legends, and the shareholder ledger. It reports the statutory mechanics without deciding a corporation's available capitalization or whether a particular issuance is valid.
Why the state architecture matters
Florida, the District of Columbia, and Wyoming permit tangible or intangible property or benefit, including money, promissory notes, performed services, contracts for future services, and other corporate securities. Each makes the board's pre-issuance adequacy determination conclusive for validly issued, fully-paid, and nonassessable status, and each recognizes escrow or transfer restrictions while future performance or payment remains outstanding. D.C. and Wyoming add a shareholder vote when noncash shares and related instruments in an integrated transaction exceed 20% of pretransaction voting power. Fla. Stat. § 607.0621, D.C. Code § 29-304.21, and Wyo. Stat. § 17-16-621 (accessed September 4, 2026).
California uses a different consideration and payment structure. It generally excludes the purchaser's promissory note unless adequately secured or within a specified employee or director plan, excludes future services, permits partly paid shares, and requires a board resolution stating the monetary fair value of noncash consideration. Its shareholder may be entitled to a two-officer certificate, while a noncertificate system must satisfy one of the section's federal-law or Uniform Commercial Code authorization routes. Cal. Corp. Code §§ 408, 409, and 416 (accessed September 4, 2026).
Certificate form also varies independently from issuance validity. Florida uses one designated officer signature, D.C. uses two, and Wyoming permits two-officer network signatures to transmit a certificate token to a data address. Each also states that certificates are optional, while its uncertificated-share rule requires a later holder statement. Fla. Stat. §§ 607.0625-.0626, D.C. Code §§ 29-304.25-.26, and Wyo. Stat. §§ 17-16-625 to -626 (accessed September 4, 2026).
Vermont separates future-performance machinery from a strict issuance gate. Its statute permits notes and future-service or benefit arrangements with escrow or transfer restrictions, but also says that no share may issue until it is fully paid. Vermont's uncertificated-share statement is also recurring: the corporation sends it after issue or transfer and at least annually thereafter. 11A V.S.A. §§ 6.21 and 6.26 (accessed September 4, 2026).
Scope boundaries
This is a corporate-law procedure comparison, not a capitalization, valuation, or securities-law opinion. It does not calculate authorized or available shares, value consideration, decide whether a vote or legend is sufficient, identify an owner, or determine whether an offering is registered or exempt. Subscriptions, options, warrants, convertibles, preemptive rights, defective issuances, and ratification appear only as boundary markers; their separate formation, contract, financing, and remedy questions are not surveyed here.
State by state
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| State | Governing law, entity, original issuance, and scope | Authorized and available shares, classes, series, and preemptive-right boundary | Board, shareholder, committee, and delegated issuance authority | Cash, property, notes, services, contracts, securities, and other consideration | Adequacy, payment, escrow, partly paid shares, and fully-paid effect | Shareholder approval, large issuances, class votes, and outliers | Certificate choice, contents, signatures, seal, and token form | Uncertificated authorization, notice, electronic record, and ledger | Class, series, and transfer-restriction legends, notice, and effect | Subscriptions, options, ratification, securities, tax, and boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-04 | Alabama Business Corporation Law, Ala. Code tit. 10A, ch. 2A; ordinary domestic corporation. Direct original stock issuance principally under §§ 10A-2A-6.01 to -6.31; subscriptions, rights/options, stock dividends, reacquisitions, transfers, and defective-action cures remain separate (§§ 10A-2A-1.40, 10A-2A-6.01 to -6.31) |
Certificate states authorized class/series counts and terms; may let board set terms through filed certificate of designations. Issued stock remains outstanding until reacquired/redeemed/converted/cancelled; reacquired stock has one of three certificate/board-controlled statuses. Preemptive rights are certificate opt-in (§§ 10A-2A-6.01 to -6.03, -6.30 to -6.31) |
Board authorizes; certificate may reserve power to stockholders. Board resolution may delegate transactions to person/body, including committee, only with maximum shares, time period, and minimum consideration; delegate cannot issue to itself and may make adequacy finding (§§ 10A-2A-6.21(a)-(e), 10A-2A-8.25(a),(d)) |
A 'contribution': tangible/intangible benefit, including cash, property, performed services, future-service contract, promissory note/other payment or property obligation, securities, or entity interests/obligations; excludes amounts already valued as note contributions and intended loans (§§ 10A-1-1.03(12), 10A-2A-6.21(b)) |
Board or authorized delegate makes pre-issuance adequacy finding, conclusive for adequacy's effect on valid issue/fully-paid/nonassessable status. Fully paid/nonassessable on receipt. Corporation may escrow/restrict note or future-service/benefit stock, credit distributions, and cancel for failure; purchaser still owes consideration (§§ 10A-2A-6.21(d),(f)-(g), -6.22(a)) |
Certificate may reserve issuance power to stockholders; class/series terms and certificate provisions can require approval. No fixed-percentage vote for ordinary large/noncash direct issuance stated. Self-issuance bar applies to delegated person/body; rights/options use separate bounded delegation (§§ 10A-2A-6.21(a),(c), -6.24) |
Certificates optional and nonbearer; two certificate/bylaw-designated officers sign. State Alabama organization, owner, count, class/series, and par/no-par status; multiple-class/series terms or free-copy reference; seal optional; former official's manual/facsimile signature remains effective; no certificate-token form stated (§§ 10A-1-3.42 to -3.44, 10A-2A-6.25) |
Unless certificate/bylaws say otherwise, board may authorize some/all classes/series uncertificated; existing certificates await surrender. Written required-information notice follows within reasonable time, with governing-document alternative. 'Written' includes retrievable electronic medium; current stockholder record includes address, counts, class/series and qualifying electronic address (§§ 10A-1-1.03(95), 10A-1-3.45, 10A-2A-6.26, 10A-2A-16.01(d)-(e)) |
Certificate conspicuously states class/series terms and later-term authority or free-copy reference; shows par/no-par. Restriction's existence conspicuously noted on certificate or included in uncertificated information; omission protects person without knowledge; earlier stock unaffected absent agreement/vote (§§ 10A-1-3.42(b)-(d), 10A-1-3.45, 10A-2A-6.27(a)-(b)) |
Preincorporation subscriptions, rights/options/warrants/awards, preemptive rights, reacquisitions, and defective-action/putative-stock ratification use separate statutes. Corporate authorization does not resolve securities, tax, accounting, valuation, fiduciary, contract, financing, ownership, or remedy issues (§§ 10A-2A-1.46, 10A-2A-6.20, -6.24, -6.30 to -6.31) |
| Alaska verified 2026-09-04 | Alaska Corporations Code, AS ch. 10.06; ordinary domestic for-profit corporation; direct original issuance under §§ 10.06.305 to .353, distinct from subscriptions, rights/options, share dividends, reacquisitions, transfers, mergers/exchanges, and corrective proceedings |
Articles authorize classes/series and rights; expressly authorized board may set series terms, with statement filing before issue. Reacquired shares become authorized-unissued unless articles bar reissue. Shareholders have default preemptive rights unless articles/statute limit them, although noncash issues are excluded by default (§§ 10.06.305-.323, .388, .428) |
Board ordinarily fixes dollar consideration; articles may reserve decision to approval of outstanding shares. After general board authorization, authorized committee may use board-specified formula/method to fix issuance/sale contract and class/series terms; no general direct-issuance officer delegation stated (§§ 10.06.335, .450, .468(a)(8), .990(4)-(6)) |
Money; tangible/intangible property; labor or services actually performed. Promissory notes and future services expressly are not payment; future-service contracts and securities are not separately named (§ 10.06.338) |
Absent fraud, board/shareholder value judgment conclusive. Receipt ordinarily makes shares fully paid/nonassessable, and no certificated or uncertificated share may issue before full payment; no partly-paid, assessment, direct-issuance escrow, distribution-credit, or nonperformance-cancellation route stated (§§ 10.06.338, .340, .353, .438) |
No general 20%-noncash or similar vote trigger in §§ 10.06.305-.353. If articles reserve consideration, approval of outstanding shares means majority of all outstanding entitled shares plus required class/series majorities, subject to greater rule. Employee/director/officer rights/options need outstanding-share approval or approved/ratified plan (§§ 10.06.335, .343, .990(5)) |
Certificates default unless board authorizes uncertificated shares; face states Alaska organization, owner, count/class/series and class terms or free-copy offer. President/VP plus secretary/assistant signs; seal optional; facsimiles require outside transfer-agent countersignature/registrar; former-officer signature valid; no token form stated (§§ 10.06.348-.350) |
Unless articles/bylaws say otherwise, board may authorize classes/series without certificates; existing certificate awaits surrender. Within reasonable time after issue/transfer, holder gets written certificate and shareholder-agreement information. Shareholder record lists names, addresses, count, and class; may be written or reasonably convertible to writing (§§ 10.06.349-.350, .424(c), .430(a)) |
Certificate or uncertificated statement provides class/series rights or free-copy offer. All-shareholder transfer/control agreement requires conspicuous certificate notice with principal-office/free-copy statement or prompt uncertificated disclosure; precompliance shares acquired without knowledge are not bound (§§ 10.06.350, .424(a),(c)-(d)) |
Subscriptions/installments follow §§ 10.06.328-.333; rights/options follow § 10.06.343; default preemptive rights follow § 10.06.428. Defective-issuance correction and corporate authorization do not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Arizona verified 2026-09-04 | Arizona Business Corporation Act, A.R.S. §§ 10-601 to -603, 10-621 to -627, 10-630, 10-1601; ordinary domestic corporation; direct original issuance and its evidence/ownership record only; subscriptions, options, share dividends, reacquisitions, transfers, and disputes are boundaries |
Articles prescribe authorized class counts, designations, and rights (§ 10-601). Articles may let the board set class/series terms before issuance, followed by a filed statement effective without shareholder action (§ 10-602). Corporation may issue article-authorized shares; issued shares remain outstanding until reacquired, redeemed, converted, or canceled (§ 10-603). No default preemptive right; articles must opt in (§ 10-630) |
Board authorizes the shares and consideration and makes the pre-issuance adequacy finding; articles may reserve those § 10-621 powers to shareholders (§ 10-621(A)-(C)). The issuance section states no issuance-specific committee, officer, person, duration, or numerical delegation |
Any tangible or intangible property or corporate benefit, including cash, services performed, or other corporate securities; promissory notes and future services are invalid consideration (§ 10-621(B)) |
Board must determine before issuance that received or promised consideration is adequate; finding is conclusive for valid issuance, fully-paid, and nonassessable status. Shares become fully paid/nonassessable upon receipt; direct purchaser still owes full authorized consideration (§§ 10-621(C)-(D), 10-622(A)). No general escrow or partly-paid-share route stated |
Articles may reserve the board's issuance powers to shareholders (§ 10-621(A)). Board-set class/series terms are filed and effective without shareholder action (§ 10-602(D)). No separate percentage, large-noncash, related-party, control, or below-value shareholder-vote trigger appears in the issuance provision |
Certificates optional but prohibited before full payment. Face states issuer, Arizona organization, owner, number, class, and series; class/series rights summarized or free-copy notice supplied. One or more bylaw/board-designated officers sign manually or by facsimile; seal optional; former-officer signature remains valid (§ 10-625). No certificate-token form stated |
Unless articles/bylaws say otherwise, board may authorize uncertificated shares of any class/series; existing certificates remain until surrender. Within reasonable time after issuance/transfer, send written certificate and restriction information (§ 10-626). Shareholder record lists names/addresses alphabetically by class and share count/class; records may be written or reasonably convertible to writing (§ 10-1601(C)-(D)) |
Certificate summarizes class/series terms or conspicuously offers them free on written request (§ 10-625(C)). Transfer restriction's existence must be conspicuous on certificate or included in uncertificated statement; omission makes it unenforceable against a person without knowledge (§ 10-627(B)) |
Preemptive rights exist only through an articles opt-in; the statutory regime also reaches convertibles and subscription/acquisition rights (§§ 10-627(E), 10-630). Subscriptions, options, warrants, defective issuance/ratification, securities law, tax, accounting, fiduciary, valuation, capitalization, contract, financing, and remedies remain outside this direct-issuance answer |
| Arkansas verified 2026-09-04 | Arkansas Business Corporation Act of 1987, Ark. Code §§ 4-27-101 to -1706; ordinary domestic corporation; original issuance under §§ 4-27-601 to -622, distinct from subscriptions, options, share dividends, reacquisitions, and transfers |
Articles fix authorized class counts, par/no-par status, and terms; authorized board may set class/series terms and file an effective-without-shareholder-action amendment before issue. Reacquired shares become authorized but unissued unless articles bar reissue. Preemptive rights require articles opt-in (§§ 4-27-601 to -603, -630 to -631) |
Board authorizes and finds adequacy; articles may reserve § 4-27-621 powers to shareholders. Board may authorize a committee or senior executive officer to approve issuance/sale/contracts or class terms within specifically prescribed limits (§§ 4-27-621(a),(d), 4-27-825(d)-(e)(8)) |
Only money paid, labor done, or property actually received; promissory notes and promises of future services are invalid consideration; par-value shares cannot issue below par (§ 4-27-621(b)-(c)) |
Board must find consideration adequate; finding conclusive for validity/full payment/nonassessability. Full consideration must be paid before issue; receipt makes shares fully paid/nonassessable. No note/future-service escrow, partly-paid, call, distribution-credit, or cancellation route (§§ 4-27-621(d)-(f), -622(a)) |
No fixed large-, noncash-, related-party-, or control-issuance vote in § 4-27-621; articles may reserve issuance powers to shareholders. Separate capital-stock increase preserves every stockholder's voting right; cross-class share dividends use a separate majority-entitled-vote rule (§§ 4-27-601(c)(1), -621(a), -623(b)) |
Certificates optional; face states Arkansas issuer, owner, share count/class/series, and par or no-par status; class terms or free-copy offer; two bylaw/board-designated officers sign manually/facsimile; corporate seal/facsimile mandatory; former-officer signature valid; no token form (§ 4-27-625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, numbers/classes and may use form convertible to writing (§§ 4-27-626, -1601(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 4-27-625(c), -626(b), -627) |
Preincorporation subscriptions follow § 4-27-620; rights/options/warrants follow § 4-27-624; Chapter 27 states no special defective-share ratification procedure. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| California verified 2026-09-04 | California General Corporation Law, especially Cal. Corp. Code §§ 167, 202, 204, 300, 400-401, 408-409, 416-418, 423, 1500; ordinary domestic corporation; direct original share issuance and evidence only; subscriptions, options, share dividends, repurchases, transfers, employee plans, and corrective proceedings are boundaries |
Articles state total authorized shares and each class/series number, designation, and rights or board power to fix them (§ 202(f)-(g)); same-class or same-series rights ordinarily match (§ 400). Board-set terms require a pre-issuance certificate of determination (§ 401). Preemptive rights exist only if articles grant them (§ 204(a)(2)); actual availability remains a capitalization-record question |
Board exercises corporate powers and ordinarily determines consideration (§§ 300(a), 409(a)). Articles may give shareholders consideration power or require their approval; reserved consideration requires outstanding-share approval (§§ 204(a)(8)-(9), 409(c)). A board committee may exercise delegated authority except shareholder-required action; issuance is not itself excluded (§ 311) |
Money paid, labor done, services actually rendered, canceled debts or securities, and tangible/intangible property actually received by issuer or wholly owned subsidiary. Purchaser note is not payment unless adequately secured by nonshare collateral or permitted by employee/director-plan § 408; future services are not payment (§ 409(a)) |
Absent fraud, directors' value judgment is conclusive; board states fair value of noncash consideration in monetary terms (§ 409(b),(e)). Shares issued under §§ 408-409 are fully paid and not subject to further call except permitted partly paid shares; their certificate/initial statement shows total and paid consideration and same-class dividends track percentage paid (§ 409(d)). Articles may authorize assessments (§ 423(a)); no general escrow rule in § 409 |
No general 20%-noncash or similar statutory vote trigger appears in §§ 204, 300, 409. Articles may reserve consideration to shareholders, requiring approval of outstanding shares, or require shareholder/outstanding-share approval for any corporate action (§§ 204(a)(8)-(9), 409(c)); class/series terms and any supermajority provisions independently control (§§ 400-401) |
Every holder entitled to certificate stating owned number and class/series; signed in corporation's name by one board chair/president-group officer and one CFO/treasurer/secretary-group officer; facsimiles and former-officer signatures valid (§ 416(a)). Section 416 states no seal or certificate-token form |
Corporation may adopt noncertificate issuance/record/transfer system only if SEC-approved, federally authorized, or UCC Division 8-compliant; current certificates remain until surrendered; purchaser notice substitutes for certificate statements (§ 416(b)). Shareholder record lists names, addresses, number, and class at principal office or transfer-agent/registrar and may be written or convertible to legible tangible form (§ 1500) |
Certificate or initial/written statement gives full class/series terms, a summary/reference, or free-copy source (§ 417). Applicable transfer, unpaid/assessable, voting/proxy, redemption, and conversion facts appear under § 418; transfer and unpaid-price/assessment effects against a transferee depend on required statement or actual knowledge; close corporations use the prescribed conspicuous legend |
Preincorporation subscriptions, options/warrants, convertibles, preemptive rights, employee/director plans, defective issuance and ratification, share dividends, repurchases, and transfers use adjacent rules and are not resolved here. Corporate authorization does not decide securities registration/exemption/antifraud, beneficial ownership, tax, accounting, fiduciary, dilution, financing, contract, investor-right, valuation, or remedy questions |
| Colorado verified 2026-09-04 | Colorado Business Corporation Act, C.R.S. arts. 101-117; ordinary domestic for-profit corporation; direct original issuance under §§ 7-106-101 to -209, distinct from subscriptions, rights/options, dividends, reacquisitions, transfers, and corrective proceedings (§§ 7-101-401(5),(11), 7-106-201 to -209) |
Articles state authorized classes/counts and class terms; articles may let board set pre-issuance class/series terms by filed amendment without shareholder action. Issued shares remain outstanding until reacquired/redeemed/converted/canceled; reacquired shares generally become authorized but unissued. Preemptive rights are articles opt-in, subject to legacy provisions (§§ 7-106-101 to -103, -301 to -302) |
Board authorizes issuance and adequacy; articles may reserve § 7-106-202 powers to shareholders. Committee or officer may authorize/approve issuance, sale, a sale contract, or class/series terms only within limits specifically prescribed by board (§§ 7-106-202(1)-(3), 7-108-206(4)(h)) |
Any tangible/intangible property or corporate benefit, including cash, qualifying promissory notes, performed services, and other corporate securities. Subscriber/affiliate note must be negotiable, recourse, and separately collateralized at least to principal; constitution requires performed labor/service or money/property actually received and voids fictitious stock increases (Colo. Const. art. XV, § 9; § 7-106-202(2),(5)) |
Board makes pre-issuance adequacy finding; absent fraud, conclusive for valid-issue/fully-paid/nonassessable adequacy. Shares become fully paid/nonassessable on receipt; purchaser remains liable for authorized consideration, subject to good-faith transferee protection. No direct-issuance escrow/cancellation system stated; below-par issuance allowed unless articles/bylaws say otherwise (§§ 7-106-202(3)-(6), -203(1),(3)) |
Articles may reserve issuance powers to shareholders; constitution requires majority-holder consent at a noticed meeting before stock is increased. No fixed-percentage vote for an ordinary large/noncash direct issuance stated; class/series terms, articles, and other transaction statutes remain separate (Colo. Const. art. XV, § 9; §§ 7-106-101 to -103, -202(1)) |
Certificates optional; face states Colorado issuer/name, holder, count, class/series; class/series summary or conspicuous free-copy offer. One or more bylaw/board-designated officers sign manually or by facsimile; seal optional; former-officer signature remains valid; no certificate-token form stated (§ 7-106-206) |
Unless bylaws say otherwise, board may authorize some/all classes or series without certificates; existing certificates await surrender. Corporation sends required written statement within reasonable time. 'Document' includes an electronic record; shareholder record must be in written form and list names, addresses, class/series, and share counts (§§ 7-90-102(10.7),(19.8),(66), 7-106-207, 7-116-101(3)-(4)) |
Certificate or uncertificated statement carries class/series summary or conspicuous free-copy offer. Transfer restriction must be conspicuously noted on certificate or included in uncertificated statement; omission makes it unenforceable against a person without knowledge (§§ 7-106-206(4), -207(2), -208(1)-(2)) |
Preincorporation subscriptions, rights/options/warrants/convertibles, preemptive rights, and defective-action/putative-share ratification use separate statutes and are not treated as the ordinary direct issuance. Corporate authorization does not resolve securities, tax, accounting, fiduciary, contract, financing, ownership, or remedy questions (§§ 7-103-106, 7-106-201, -205, -301) |
| Connecticut verified 2026-09-04 | Connecticut Business Corporation Act; ordinary domestic stock corporation; original issuance under §§ 33-665 to 33-673, distinct from subscriptions, options, share dividends, reacquisitions, and transfers (§§ 33-600, 33-602(6), 33-671 to -684) |
Certificate fixes authorized class/series counts and terms; certificate may let board classify/reclassify unissued shares and file terms before issue. Reacquired shares become authorized but unissued unless reissue is barred. Preemptive rights generally require certificate opt-in, subject to pre-1997 legacy rule (§§ 33-665 to -667, -683 to -684) |
Board authorizes; certificate may reserve § 33-672 powers to shareholders. Board committee may exercise delegated board power unless law, certificate, bylaws, or resolution limits it; no general officer delegation for direct issuance (§§ 33-672(a), 33-753(a),(e)-(f)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 33-672(b)) |
Board must find received/to-be-received consideration adequate before issue; finding is conclusive for validity/full payment/nonassessability. Shares become fully paid/nonassessable on receipt; note/future-service/benefit shares may be escrowed or transfer-restricted and rescinded for nonperformance. Purchaser remains liable for authorized consideration (§§ 33-672(c)-(e), 33-673(a)) |
No fixed large-, noncash-, related-party-, or control-issuance vote in § 33-672; certificate may reserve issuance power to shareholders. Class/series terms and governing documents may add approval; share dividends and other transactions use separate rules (§§ 33-665 to -666, 33-672(a), 33-674) |
Certificates optional; face states issuer and Connecticut organization, registered owner, share count/class/series; class terms or free-copy offer; two designated officers sign manually/facsimile; seal optional; former-officer signature remains valid; no certificate-token form (§ 33-676) |
Unless certificate/bylaw says otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Electronic records qualify as documents; shareholder record lists names, addresses, number and class (§§ 33-602(9),(12),(44), 33-677, 33-945(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 33-676(c), 33-677(b), 33-678) |
Preincorporation subscriptions follow § 33-671; options/warrants and equity awards follow § 33-675; defective shares use §§ 33-606 to -606g ratification/validation. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Delaware verified 2026-09-04 | Delaware General Corporation Law, 8 Del. C. ch. 1; ordinary domestic private stock corporation; direct original issuance under §§ 151-162, distinct from subscriptions, rights/options, stock dividends, treasury dispositions, transfers, mergers, and defective-stock ratification |
Certificate sets authorized counts, par/no-par classes, rights, and board class/series authority; board files designations before issue. Directors may issue authorized shares not issued, subscribed, or otherwise committed. Treasury stock may be resold; retired stock becomes authorized-unissued unless certificate prohibits reissue. Preemptive rights require express certificate grant, subject to rights existing 7/3/1967 (§§ 102(a)(4),(b)(3), 151, 153(c), 160(b), 161, 243) |
Board resolution sets transactions, number, times, and consideration. It may delegate to any person/body if it fixes maximum shares, issuance period, and minimum consideration; delegate cannot issue to itself. If certificate reserves consideration to stockholders, majority of outstanding entitled stock acts unless certificate requires more (§§ 152(a)-(c), 153(d)) |
Cash, any tangible/intangible property, any corporate benefit, or combination; § 152 does not separately enumerate promissory notes, performed/future services, contracts, or other securities. Par-value stock requires value at least par; no-par consideration follows board/delegate or certificate-reserved stockholder determination (§§ 152(a), 153(a)-(b)) |
Absent actual fraud, directors' value judgment is conclusive; receipt makes § 152 stock fully paid/nonassessable. Partly paid shares are allowed subject to call, with total/paid consideration on certificate or books and proportional dividends; holder/subscriber and some transferors remain liable for unpaid balance (§§ 152(d)-(e), 156, 162) |
No general 20%-noncash or similar state-law vote trigger in §§ 151-162. Certificate may reserve consideration to stockholders; default approval is majority of outstanding stock entitled to vote, with greater certificate vote allowed (§ 153(d)). Class/series terms and other transactions independently control |
Stock is certificated unless board resolves that classes/series are uncertificated; certificated holder gets non-bearer certificate for registered share number. Any 2 authorized officers sign; facsimiles and former-officer signatures valid. Class/series and partly-paid statements may apply; no general issuer-jurisdiction/owner-name face list, seal requirement, or token form stated (§§ 151(f), 156, 158) |
Board resolution makes classes/series uncertificated; existing certificate remains until surrender. Within reasonable time after issue/transfer, registered owner gets written/electronic notice with applicable §§ 151(f), 156, 202(a), 218(a), or 364 information. Stock ledger records all owners, addresses, shares, issuances, and transfers; electronic/distributed networks permitted with paper conversion (§§ 151(f), 158, 219(c), 224) |
Certificate states full/summarized class-series terms or offers free copy; uncertificated notice carries them. Partly-paid certificate/books state total and paid consideration. Written transfer/ownership restriction must be conspicuously certificated or in § 151(f) notice; otherwise ineffective except against actual knowledge (§§ 151(f), 156, 202(a)-(b)) |
Subscriptions share § 152's payment/issuance framework; rights/options follow § 157; preemptive rights follow § 102(b)(3); defective acts/putative stock may use §§ 204-205. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| District of Columbia verified 2026-09-04 | Business Corporation Act of 2010, D.C. Code ch. 29-3; ordinary domestic for-profit corporation; direct original issuance under §§ 29-304.01 to -304.41, distinct from subscriptions, rights/options/warrants, share dividends, reacquisitions, transfers, and corrective or other transaction proceedings |
Articles set authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and must file terms before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or canceled; reacquired shares become authorized-unissued unless articles prohibit reissue. Preemptive rights require articles election (§§ 29-304.01-.03, -304.40-.41) |
Board authorizes issuance and determines adequacy; articles may reserve § 29-304.21 powers to shareholders. Empowered director committee may exercise board power; issuance is not excluded, but committee cannot approve/propose shareholder-required action. Qualifying unanimous agreement may transfer corporate power; no general officer issuance delegation stated (§§ 29-304.21(a)-(c), -305.42, -306.25) |
Any tangible/intangible property or corporate benefit, including money, promissory notes, performed services, future-service contracts, or other corporate securities (§ 29-304.21(b)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Receipt makes shares fully paid/nonassessable; future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for failure (§§ 29-304.21(c)-(e), -304.22(a)) |
Non-money/money-equivalent issuance of shares, convertibles, or rights exceeding 20% of prior voting power in one or contingent integrated transactions needs shareholder approval at meeting with majority quorum; votes for must exceed votes against absent greater articles rule (§§ 29-304.21(f)-(g), -305.25) |
Certificates optional; face states District issuer, owner, share count/class/series; class terms or free-copy offer; 2 bylaw/board-designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no token form stated (§ 29-304.25) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, count, and class alphabetically by class; records may be written or reasonably convertible to writing (§§ 29-304.26, -313.01(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against person without knowledge. Qualifying shareholder agreement needs conspicuous certificate/statement notice and can give unknowing purchaser rescission (§§ 29-304.25(c), -304.26(b), -304.27, -305.42(c)) |
Preincorporation subscriptions follow § 29-304.20; rights/options/warrants follow § 29-304.24; preemptive rights follow § 29-304.40. Defective-issuance correction and corporate authorization do not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Florida verified 2026-09-04 | Florida Business Corporation Act, Fla. Stat. §§ 607.0101, .0601-.0603, .0620-.0627, .0825, .1601; ordinary Part I corporation; direct original issuance, certificate/uncertificated evidence, legends, and records; subscriptions, options, share dividends, reacquisitions, transfers, employee plans, mergers, and defective-action proceedings are boundaries |
Articles state each authorized class/series, share number, designation, terms, preferences, limits, and rights; same-class/series terms ordinarily identical (§ 607.0601). Article-authorized board may classify/reclassify unissued shares, set terms before issuance, and file articles of amendment before issuing (§ 607.0602). Issued shares remain outstanding until stated events (§ 607.0603). Preemptive rights use separate § 607.0630 |
Board ordinarily authorizes, but articles may reserve all § 607.0621 powers to shareholders (§ 607.0621(1)-(2)). Board committee may exercise board powers because issuance is not excluded, subject to Act/articles/bylaws and shareholder-required-action limit; reacquisitions have a separate formula/limits restriction (§ 607.0825). No separate noncommittee delegate route in § 607.0621 |
Any tangible/intangible property or benefit, including cash, promissory notes, services performed, written contract promising services, or other corporate securities (§ 607.0621(2)); no general original-issuance bar on purchaser notes or written future services |
Board determines adequacy before issuance; conclusive for validly issued, fully-paid, nonassessable status and good-faith presumption available when old payment status cannot be determined (§ 607.0621(3)). Receipt makes shares fully paid/nonassessable; money/service promise received when made unless agreement says otherwise (§ 607.0621(4)). Future-service/benefit or note shares may be escrowed/restricted, distributions credited, and shares/distributions canceled for nonperformance (§ 607.0621(5)); no partly-paid or assessment route in that section |
No general 20%-noncash or similar vote trigger appears in § 607.0621. Articles may reserve all issuance-section powers to shareholders (§ 607.0621(1)); board-set unissued class/series terms proceed without shareholder action but require pre-issuance articles of amendment (§ 607.0602). Other governing terms and transaction statutes may require approval |
Shares may but need not have certificates; rights/obligations ordinarily identical (§ 607.0625(1)). Certificate face states Florida organization, owner, number, class, series; class terms or free-copy notice also required. Signed manually/facsimile by one officer designated by bylaws/board; seal optional; former-officer signature valid (§ 607.0625(2)-(5)). No token form |
Unless articles/bylaws provide otherwise, board may make some/all shares uncertificated; existing certificates remain until surrender. Within reasonable time after issuance/transfer, corporation delivers written certificate and restriction information (§ 607.0626). Current shareholder record is alphabetical by class/series with address, number, and class/series held and must be reasonably available for inspection (§ 607.1601(4)-(5)); no email/contact field required |
Multiple-class/series certificate summarizes designations, rights, preferences, limits, and future-series board power or conspicuously promises free statement (§ 607.0625(3)). Transfer restriction must be conspicuously noted on certificate or uncertificated statement; otherwise unenforceable against person without knowledge (§ 607.0627(2)) |
Preincorporation subscription defaults irrevocable six months, must be signed writing, and becomes fully paid/nonassessable on receipt; postformation subscription remains subject to § 607.0621 (§ 607.0620). Options, share dividends, reacquisitions, preemptive rights, transfers, defective action/ratification, mergers, and conversions use adjacent rules. Corporate authorization does not decide securities registration/exemption/antifraud, beneficial ownership, tax, accounting, fiduciary, dilution, financing, contract, investor-right, valuation, or remedies |
| Georgia verified 2026-09-04 | Georgia Business Corporation Code, principally O.C.G.A. §§ 14-2-601 to -604, -620 to -630, -825, and -1601; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, options/warrants, share dividends, treasury dispositions, transfers, public markets, and corrective proceedings are boundaries |
Articles prescribe authorized number/classes/series and their terms (§ 14-2-601); article-authorized board may set class/series terms and number before issue, with pre-issue articles of amendment (§ 14-2-602). Issued shares remain outstanding until reacquired/redeemed/converted/canceled (§ 14-2-603). Preemptive rights generally article opt-in, subject to close/legacy rules (§ 14-2-630); actual availability remains a capitalization-record question |
Board ordinarily authorizes issuance; articles may reserve § 14-2-621 powers to shareholders. Authorization constitutes adequacy determination (§ 14-2-621(a),(c)). Properly empowered director committee may exercise board powers and may make article amendments fixing § 14-2-602 class/series terms or number (§ 14-2-825); no separate noncommittee officer delegation for direct share issuance |
Any tangible/intangible property or benefit to corporation, including cash, promissory notes, performed services, future-service contracts, or corporation's other securities (§ 14-2-621(b)); broad benefit category may cover other consideration without this survey deciding value or classification |
Before issue, board determines received/to-be-received consideration adequate; authorization itself makes determination, conclusive for validity, full payment, and nonassessability (§ 14-2-621(c)). Shares fully paid/nonassessable when corporation receives authorized consideration (§ 14-2-621(d)). Future services/benefits or note: optional escrow/transfer restriction, distribution credits, and whole/partial cancellation on nonperformance (§ 14-2-621(e)); no general assessment system |
No fixed-percentage vote merely for an ordinary large/noncash direct issuance in §§ 14-2-601 to -624. Articles may reserve issuance powers to shareholders (§ 14-2-621(a)). Separate share-dividend cross-class vote and preemptive-right compensation/waiver votes remain adjacent exceptions (§§ 14-2-623(b), 14-2-630(c)); articles, bylaws, and shareholder agreements may change authority |
Certificates optional; form does not change holder rights (§ 14-2-625(a)). Certificate states corporation/Georgia organization, owner, number, class, series; one or more bylaw/board-designated officers sign manually or by facsimile, with independent transfer agent/registrar for facsimile; seal optional; former-officer signature remains valid (§ 14-2-625(b),(d)-(e)); no token form |
Unless articles/bylaws provide otherwise, board may authorize some/all classes or series without certificates; existing certificates change only after surrender. Within reasonable time after issue/transfer, corporation sends certificate information and applicable restriction statement (§ 14-2-626). Shareholder record supports alphabetical name/address list by class with number/class; records may be written or convertible to writing (§ 14-2-1601(c)-(d)); no separate token architecture |
Certificate may describe class/series terms, conspicuously offer them free on written request, or use state-of-incorporation reference deemed to point to articles (§ 14-2-625(c)); uncertificated statement supplies minimum certificate and restriction information (§ 14-2-626(b)). Authorized transfer restriction conspicuously noted on certificate/statement binds holder/transferee; absent notice protects person without knowledge but not one with knowledge (§ 14-2-627(b)) |
Written preincorporation subscription defaults to six months' irrevocability and board-set payment terms; post-incorporation subscription is § 14-2-621 contract (§ 14-2-620). Board sets rights/options/warrants terms under § 14-2-624; preemptive rights use § 14-2-630. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| Hawaii verified 2026-09-04 | Hawaii Business Corporation Act, HRS ch. 414; ordinary domestic for-profit corporation; direct original issuance under §§ 414-71 to -102, distinct from subscriptions, options, share dividends, reacquisitions, transfers, and other transaction statutes |
Articles prescribe authorized classes/counts and class terms; authorized board may set class/series terms and file an amendment/resolution before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or canceled; reacquired shares become authorized-unissued unless articles prohibit reissue. Preemptive rights require articles opt-in (§§ 414-71 to -73, -101 to -102) |
Board authorizes and determines adequacy; articles may reserve § 414-82 powers to shareholders. Board may let a committee or senior executive authorize issuance/sale or set class/series terms within specifically prescribed limits. A qualifying unanimous shareholder agreement may transfer corporate power (§§ 414-82(a),(c), 414-163, 414-216(e)(8)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 414-82(b)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Full payment follows receipt. Future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance or nonpayment (§§ 414-82(c)-(e), 414-83(a)) |
No general 20%-noncash or similar vote trigger in complete § 414-82. Articles may reserve issuance powers to shareholders; a qualifying unanimous agreement may transfer corporate power (§§ 414-82(a), 414-163). Class/series terms and other transaction statutes independently control |
Certificates optional; face states Hawaii issuer, owner, share count/class/series; class terms or free-copy offer; two bylaw/board-designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no certificate-token form stated (§ 414-86) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Board keeps a shareholder book with names, share counts, and acquisition times; other corporate records may use an information-storage form convertible to legible paper (§§ 414-87, 414-470) |
Certificate or uncertificated statement summarizes class/series rights or offers a free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person without knowledge. A qualifying shareholder agreement requires conspicuous articles/certificate/statement notice and can give an unknowing purchaser rescission (§§ 414-86(c), 414-87(b), 414-88, 414-163(c)) |
Preincorporation subscriptions follow § 414-81; rights/options/warrants follow § 414-85; preemptive rights follow § 414-101. Corporate authorization does not resolve corrective proceedings, securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Idaho verified 2026-09-04 | Idaho Business Corporation Act, Idaho Code ch. 30-29; ordinary domestic for-profit corporation; original issuance under §§ 30-29-601 to -622, distinct from subscriptions, options, share dividends, reacquisitions, transfers, and defective-action cure |
Articles fix authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and file terms before issue. Acquired-share status follows board resolution/articles and may be authorized-unissued or treasury. Preemptive rights require articles opt-in (§§ 30-29-601 to -603, -630 to -631) |
Board authorizes and finds adequacy; articles may reserve § 30-29-621 powers to shareholders. Properly empowered board committee may exercise board power but cannot approve/propose shareholder-required action; no general officer delegation for direct issuance (§§ 30-29-621(a),(c), -825(a),(d)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, or other corporate securities; future-service contracts not expressly listed (§ 30-29-621(b)) |
Board must find received/to-be-received consideration adequate; finding conclusive for validity/full payment/nonassessability. Full payment occurs on receipt. Promissory-note shares may be escrowed; other transfer restrictions and distribution credits may await services, benefits, or note payment, but cancellation text names note nonpayment. Purchaser owes authorized consideration (§§ 30-29-621(c)-(e), -622(a)) |
Shareholder meeting approval if noncash shares/convertibles/rights in one transaction or contingent integrated series exceed 20% of pretransaction voting power; majority-entitled-vote quorum, then votes cast for exceed votes against unless articles require more (§§ 30-29-621(f), -725(c)) |
Certificates optional; face states Idaho issuer, owner, share count/class/series; class terms or free-copy offer; two bylaw/board-designated officers sign; no stated manual/facsimile, seal, former-officer, or token rule (§ 30-29-625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Current shareholder record alphabetizes by class/series and lists count/class/series; electronic contact need not appear (§§ 30-29-626, -1601(d)-(e)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 30-29-625(c), -626(b), -627) |
Subscriptions follow § 30-29-620; rights/options/warrants and awards follow § 30-29-624; putative shares use §§ 30-29-145 to -152 ratification/validation. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Illinois verified 2026-09-04 | Illinois Business Corporation Act of 1983, principally 805 ILCS 5/2.10, 5/6.05-6.55, 5/7.75, and 5/8.40; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, rights/options, stock dividends/splits, treasury dispositions, transfers, and regulated/public corporations are boundaries |
Articles state authorized shares by class, proposed initial issuance and consideration, class terms, and board series authority (§ 2.10(a)(5)-(8)); corporation creates/issues only article-authorized shares (§ 6.05). Board-created preferred/special series requires filed statement before issue (§ 6.10). Post-1981 preemptive rights only if articles grant them (§ 6.50); actual availability remains a capitalization-record question |
Board authorizes price in cash/other consideration, minimum price, or general formula/method (§ 6.25(a)). Committee cannot authorize issuance/sale but may fix specific terms if board approved maximum number, or allocate employee-plan shares as stated (§ 8.40(c)(8)). Section 6.30 recognizes board or shareholder value judgment 'as the case may be' but creates no general shareholder issuance vote |
Money; other tangible or intangible property; labor or services actually performed (§ 6.30). Statute does not separately name purchaser notes, canceled debt, issuer/other securities, or future-service contracts; whether a particular item is intangible property is transaction-specific. Corporation must receive the consideration for fully-paid status |
Absent actual fraud and subject to conflict rule § 8.60, board/shareholder value judgment is conclusive; shares become fully paid and nonassessable when corporation receives consideration (§ 6.30). No certificate before full payment (§ 6.35). Subscriber remains liable for full consideration; qualifying good-faith transferee without notice is not liable for unpaid portion (§ 6.40). No general escrow or partly-paid issuance status stated |
No fixed-percentage vote for an ordinary large/noncash direct issuance in §§ 6.05-6.30. Board authorizes consideration (§ 6.25(a)); articles/bylaws may govern. Adjacent exceptions include majority outstanding class/series approval for specified cross-class stock distributions (§ 6.25(b)) and a two-thirds approval route for certain employee issuances where preemptive rights exist (§ 6.50(c)) |
Certificates or uncertificated shares permitted (§ 6.35). Certificate signed by appropriate corporate officers; seal optional if corporation uses one; facsimiles permitted with independent transfer agent/registrar; former signer's certificate remains effective. States Illinois organization, owner, number, class, and series; no certificate until fully paid; no token form stated |
Unless articles/bylaws provide otherwise, board resolution may make some/all classes and series uncertificated; existing certificate must be surrendered. Within reasonable time after issue/transfer, corporation sends registered owner written certificate-information notice; rights otherwise identical (§ 6.35). Shareholder record lists names, addresses, number and class and is kept at specified Illinois office (§ 7.75(a)); no separate token/electronic-ledger architecture |
Multiclass certificate gives full summary of class/series terms and board series authority or offers full statement free; same information goes in uncertificated notice (§ 6.35). Permitted written transfer restriction must be conspicuously on certificate or in notice; omission makes it ineffective except against shareholder with actual knowledge when becoming a shareholder (§ 6.55(a)) |
Preincorporation subscription defaults to six months' irrevocability and filing accepts existing subscriptions; board sets payment calls absent agreement (§ 6.20). Rights/options use article and board terms (§ 6.05); preemptive rights use § 6.50. Ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| Indiana verified 2026-09-04 | Indiana Business Corporation Law, Ind. Code §§ 23-1-25-1 to -3, 23-1-26-1 to -8, 23-1-27-1 to -2, 23-1-52-1; ordinary domestic corporation; direct original issuance and evidence/ownership record only; subscriptions, options, dividends, reacquisitions, transfers, and disputes are boundaries |
Articles prescribe authorized class counts, designations, and rights (§ 23-1-25-1). Articles may let board create series/set class or series terms before issuance; filed articles then effective without shareholder action (§ 23-1-25-2). Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled (§ 23-1-25-3). Reacquired shares generally authorized/unissued unless articles or board resolution say otherwise (§ 23-1-27-2). Preemptive rights require articles opt-in (§ 23-1-27-1) |
Board authorizes shares and determines received/promised consideration adequate; articles may reserve § 23-1-26-2 powers to shareholders (§ 23-1-26-2(a)-(c)). Direct-issuance section states no issuance-specific committee, officer, person, duration, or numerical delegation; separate § 23-1-26-5 places rights/options/warrants with the board |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, contracts for future services, or other corporate securities (§ 23-1-26-2(b)) |
Board determines received/promised consideration adequate; finding conclusive for validity/full payment/nonassessability. Shares become fully paid/nonassessable on actual receipt. Future-service/benefit contracts and notes may support optional escrow/transfer limits and distribution credits until performance/payment/receipt, with cancellation on failure (§ 23-1-26-2(c)-(e)); purchaser owes authorized consideration (§ 23-1-26-3(a)) |
Articles may reserve issuance power to shareholders (§ 23-1-26-2(a)). Board-set class/series terms require filed articles effective without shareholder action (§ 23-1-25-2(d)). No separate percentage, large-noncash, related-party, control, or below-value shareholder-vote trigger appears in direct-issuance § 23-1-26-2; options/preemptive-right issues remain separate |
Certificates optional; face states issuer, Indiana organization, owner, number, class, and series; class/series rights summarized or free-copy notice supplied. At least 2 bylaw/board-designated officers sign, or sole officer if corporation has only 1; manual/facsimile; seal optional; former-officer signature valid (§ 23-1-26-6). No token form or full-payment-before-certificate rule stated |
Unless articles/bylaws say otherwise, board may authorize uncertificated shares; existing certificates remain until surrender. Within reasonable time after issue/transfer, send written certificate and restriction information (§ 23-1-26-7). Shareholder record lists names/addresses alphabetically by class and share count/class; records may be written or reasonably convertible (§ 23-1-52-1(c)-(d)) |
Certificate summarizes class/series terms or conspicuously offers them free on written request (§ 23-1-26-6(c)). Transfer restriction's existence must be conspicuous on certificate or included in uncertificated statement; omission makes it unenforceable against a person without knowledge (§ 23-1-26-8(b)) |
Pre/post-incorporation subscriptions use § 23-1-26-1; rights/options/warrants use § 23-1-26-5. Preemptive regime reaches convertibles/subscription-acquisition rights and excludes nonmoney sales (§ 23-1-27-1). Ratification, securities, tax, accounting, fiduciary, valuation, capitalization, financing, contract, and remedies remain outside this direct-issuance answer |
| Iowa verified 2026-09-04 | Iowa Business Corporation Act; ordinary domestic for-profit corporation; original issuance under §§ 490.601 to 490.622, distinct from subscriptions, options, share dividends, reacquisitions, transfers, and defective-act cure (§§ 490.101, .140, .145-.152, .620-.631) |
Articles fix authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and file terms before issue. Reacquired shares generally become authorized but unissued, subject to legacy § 490.632. Preemptive rights require articles opt-in (§§ 490.601-.603, .630-.632) |
Board authorizes and finds adequacy; articles may reserve § 490.621 powers to shareholders. Properly empowered board committee may exercise board power but cannot approve/propose shareholder-required action; no general officer delegation for direct issuance (§§ 490.621(1),(3), 490.825(1),(4)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 490.621(2)) |
Board must find received/to-be-received consideration adequate before issue; finding is conclusive for validity/full payment/nonassessability. Full payment occurs on receipt; note/future-service/benefit shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance. Purchaser owes authorized consideration (§§ 490.621(3)-(5), .622(1)) |
Shareholder meeting approval if noncash shares/convertibles/rights in one transaction or contingent integrated series exceed 20% of pretransaction voting power; majority-entitled-vote quorum, then votes cast for exceed votes against unless articles require more (§§ 490.621(6), .725(1),(3)) |
Certificates optional; face states Iowa issuer, registered owner, share count/class/series; class terms or free-copy offer; two bylaw-designated officers sign. Signature definition permits manual, facsimile, conformed, or electronic form; no seal or certificate-token requirement (§§ 490.140(54), .625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information; writing includes electronic record. Current-holder ledger lists address, share number/class/series, and applicable electronic address (§§ 490.140(9),(15),(64), .626, .1601(4)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 490.625(3), .626(2), .627) |
Preincorporation subscriptions follow § 490.620; options/warrants/awards follow § 490.624; putative shares use §§ 490.145-.152 ratification/validation. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Kansas verified 2026-09-04 | Kansas General Corporation Code, K.S.A. ch. 17; ordinary domestic stock corporation; original issuance under §§ 17-6401 to -6414, distinct from subscriptions, rights/options, dividends, treasury disposal, secondary transfers, and defective-stock ratification |
Articles authorize stock and may expressly delegate class/series terms to board; designation certificate filed before board-created terms take effect. Directors may issue authorized stock not issued, subscribed, or committed. Treasury consideration follows articles/board/shareholder route. Preemptive rights require express articles grant, with July 1, 1972 preservation (§§ 17-6002(b)(3), 17-6401, -6403(c), -6411) |
Board fixes form/manner and may use bounded formula/person/body determination if resolution fixes maximum shares, issuance period, and minimum consideration. Articles may reserve value to stockholders (majority outstanding entitled unless articles require more). Committee authority varies by pre/post-July 1, 2004 branch (§§ 17-6301(c), 17-6402 to -6403) |
Cash, any tangible or intangible property, any corporate benefit, or combination; notes, services, future-service contracts, and securities not separately enumerated, so qualification turns on the statutory property/benefit categories (§ 17-6402) |
Directors set consideration/minimum/formula; value judgment conclusive absent actual fraud. Fully paid/nonassessable on receipt, except board may issue partly-paid shares subject to call; certificate or ledger states total and paid amounts; same-class dividends track paid percentage; unpaid-balance liability has good-faith-transferee and six-year limits (§§ 17-6402, -6406, -6412) |
No fixed large-, noncash-, related-party-, or control-issuance vote in §§ 17-6401 to -6411. Articles may reserve consideration to stockholders, using majority of outstanding entitled stock unless articles require more. Governing terms and separate transactions may add approval (§ 17-6403(d)) |
Stock defaults to certificated unless board resolution makes class/series uncertificated; certificate signed by any two authorized officers, facsimiles allowed, former-officer/agent/registrar signature remains effective, bearer certificate barred. Class/series rights or free-copy offer required; no general seal/token rule (§§ 17-6401(f), -6408) |
Board resolution may make classes/series uncertificated; certificates await surrender. Registered owner receives written/electronic class, unpaid-consideration, restriction, and other required notice within reasonable time. Stock ledger may use electronic/distributed networks if paper-convertible, list-capable, and transfer-compliant (§§ 17-6401(f), -6406, -6426, -6514) |
Certificate/uncertificated notice gives full or summarized class/series rights or free-copy offer, plus unpaid consideration. Written transfer/ownership restriction binds through conspicuous certificate notation or notice; omission ineffective except against actual-knowledge person. Earlier security requires agreement or favorable holder vote (§§ 17-6401(f), -6406, -6426) |
Preincorporation subscriptions follow §§ 17-6415 to -6416; rights/options follow § 17-6407; defective acts/putative stock follow §§ 17-6427 to -6429. Corporate authorization does not resolve securities, UCC ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Kentucky verified 2026-09-04 | Kentucky Business Corporation Act, KRS ch. 271B; ordinary domestic for-profit corporation. Direct original issuance principally under §§ 271B.6-010 to -310; subscriptions, rights/options, share dividends, reacquisitions, secondary transfers, and corrective proceedings remain separate (§§ 271B.1-400, 271B.6-010 to -310) |
Articles prescribe authorized class/series counts/terms; if articles permit, board may set pre-issuance terms and file amendment without holder action. Issued shares outstanding until reacquired/redeemed/converted/canceled; reacquired shares generally authorized/unissued. Modern preemptive right articles opt-in; Jan. 1, 1989 legacy branch (§§ 271B.6-010 to -030, -300 to -310) |
Board authorizes issuance/adequacy; articles may reserve § 271B.6-210 powers to shareholders. Board or board committee may authorize one or more officers to approve issuance/sale/contract or set class/series terms within specifically prescribed limits; committee otherwise exercises specified board powers (§§ 271B.6-210(1)-(3),(5), 271B.8-250(1),(4)-(5)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, and other corporate securities; no secured-note prerequisite stated (§ 271B.6-210(2),(4)) |
Board pre-issuance adequacy finding conclusive for adequacy's effect on valid issue/fully-paid/nonassessable status. Generally full payment on receipt, but note/contract for services or benefits counts when note issued or contract entered. Purchaser owes consideration; no direct-issuance escrow/cancellation/assessment system stated (§§ 271B.6-210(3)-(4), -220(1)) |
Articles may reserve issuance powers to shareholders. No fixed-percentage vote for ordinary large, noncash, related-party, or control-changing direct issuance stated; governing documents and other transaction statutes may require approval (§ 271B.6-210(1)-(5)) |
Certificates optional; face states Kentucky issuer, holder, count, class/series; class/series summary or conspicuous free-copy offer. Two bylaw/board-designated officers sign manually/facsimile; seal optional; former-officer signatures remain valid; no certificate-token form stated (§ 271B.6-250) |
Unless articles/bylaws say otherwise, board may authorize some/all classes/series without certificates; existing certificates await surrender; required written statement sent within reasonable time. Shareholder record lists names, addresses, class/count and may be written or convertible to writing; electronic transmission/signature recognized (§§ 271B.1-400(6),(9),(30), 271B.6-260(1)-(2), 271B.16-010(3)-(4)) |
Certificate or uncertificated statement carries class/series summary or free-copy offer. Transfer restriction binds with actual knowledge or conspicuous certificate/statement notice; omission protects person without knowledge; earlier shares unaffected absent agreement/vote. Public-benefit legend outside ordinary scope (§§ 271B.6-250(3), -260(2)-(3), -270(1)-(2)) |
Preincorporation subscriptions, rights/options/warrants, preemptive rights, and reacquisitions use separate statutes; direct-issuance cell does not decide defective-action ratification. Corporate authority does not resolve securities, tax, accounting, valuation, fiduciary, contract, financing, ownership, or remedy issues (§§ 271B.6-200, -240, -300 to -310) |
| Louisiana verified 2026-09-04 | Louisiana Business Corporation Act, La. R.S. 12:1-101 to -1704; ordinary domestic for-profit corporation. Direct original issuance principally under §§ 12:1-601 to -631; subscriptions, rights/options, share dividends, reacquisitions, secondary transfers, and corrective proceedings remain separate (§§ 12:1-140, -601 to -631) |
Articles set authorized class/series counts/terms; if articles permit, board may classify/reclassify unissued shares and file terms before issuance without holder approval. Issued shares outstanding until reacquired/redeemed/converted/cancelled; reacquired shares authorized/unissued unless articles bar reissue. Preemptive rights opt-in, but pre-1969 corporations default in (§§ 12:1-601 to -603, -630 to -631) |
Board authorizes issuance and adequacy; articles may reserve § 12:1-621 powers to shareholders. One-or-more-director committee may exercise board authority as specified; no direct-issuance delegation to an officer/person stated. Committee cannot approve shareholder-required action (§§ 12:1-621(A)-(C), -825(A),(D)-(E)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities; no secured-note prerequisite stated. Note/future-service/benefit consideration may use escrow or transfer restriction (§ 12:1-621(B),(E)) |
Board pre-issuance adequacy finding conclusive for adequacy's effect on valid issue/fully-paid/nonassessable status; fully paid/nonassessable on receipt. Corporation may escrow/restrict note/future-service/benefit shares, credit distributions, and cancel on failure. Purchaser owes consideration; no general assessment system stated (§§ 12:1-621(C)-(E), -622(A)) |
Articles may reserve issuance powers. Meeting approval required when integrated issuance of shares/convertibles/rights is noncash and exceeds 20% of prior voting power; quorum at least majority of all votes, then votes cast for must exceed votes against unless articles require more. No separate vote for large cash issuance (§§ 12:1-621(A),(F), -725(A),(C)) |
Certificates required unless issuer participates in DTC Direct Registration System or similar public-share book-entry system. Face states Louisiana issuer, holder, count, class/series; terms summary or free-copy offer. President+secretary or two designated officers sign manually/facsimile; seal optional; former-officer validity; no certificate-token form (§ 12:1-625) |
Eligible DRS/similar-system corporation's board may authorize some/all classes/series uncertificated unless articles/bylaws say otherwise; existing certificates await surrender; written statement within reasonable time. Documents include electronic records; shareholder record lists names, addresses, classes/counts and may be electronic/paper-convertible (§§ 12:1-140(6A),(7B),(28), -626, -1601(C)-(D)) |
Certificate or uncertificated statement carries class/series summary or conspicuous free-copy offer. Transfer restriction's existence conspicuously noted on certificate or in uncertificated statement; omission protects person without knowledge; earlier shares unaffected absent agreement/vote (§§ 12:1-625(C), -626(B), -627(A)-(B)) |
Preincorporation subscriptions, rights/options/warrants, preemptive rights, and reacquisitions use separate statutes; direct-issuance cell does not decide defective-action ratification. Corporate authority does not resolve DRS/UCC ownership, securities, tax, accounting, valuation, fiduciary, contract, financing, or remedy issues (§§ 12:1-620, -624, -630 to -631) |
| Maine verified 2026-09-04 | Maine Business Corporation Act, 13-C M.R.S.; domestic corporation for profit or with shares; direct original issuance under §§ 601-642, distinct from subscriptions, options/equity awards, share dividends, reacquisitions, transfers, and corrective or other transaction proceedings |
Articles set authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and file terms before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled; reacquired shares become authorized-unissued unless articles prohibit reissue. Modern preemptive rights require articles opt-in, subject to preserved June 30, 2003 rights (§§ 601-603, 641-642) |
Board authorizes and determines adequacy; articles may reserve § 622 powers to shareholders. Empowered board committee may exercise board power; issuance is not excluded. No general direct-issuance officer delegation stated, but officers may receive bounded equity-award authority (§§ 622(1),(3), 625(3), 826) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 622(2)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Full payment follows receipt. Future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits cancelled for nonperformance or nonpayment (§§ 622(3)-(5), 623(1)) |
No general 20%-noncash or similar vote trigger in complete § 622. Articles may reserve issuance power to shareholders; a qualifying unanimous agreement may transfer corporate power (§§ 622(1), 743). Class/series terms and other transaction statutes independently control |
Certificates optional; face states Maine issuer, owner, share count/class/series; class terms or free-copy offer; either 2 designated officers or clerk plus designated officer sign manually/facsimile; seal optional and former-officer signature valid; no certificate-token form stated (§ 626) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, count, and class alphabetically by class; records may be documents/electronic or convertible to paper (§§ 627, 1601(3)-(4)) |
Certificate or uncertificated statement summarizes class/series rights or offers a free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person with no knowledge. A qualifying shareholder agreement requires conspicuous certificate/statement notice; omission can give an unknowing purchaser rescission (§§ 626(3), 627(2), 628, 743(3)) |
Preincorporation subscriptions follow § 621; rights/options/warrants and bounded officer equity-award authority follow § 625; modern and preserved preemptive rights follow § 641. Corporate authorization does not resolve corrective proceedings, securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Maryland verified 2026-09-04 | Maryland General Corporation Law, Corps. & Ass'ns §§ 2-104 to -105, 2-201 to -216, 2-411; ordinary domestic stock corporation; direct original issuance and evidence/stock ledger only; subscriptions, options, dividends, reclassifications, mergers, reacquisitions, transfers, and disputes are boundaries |
Articles state total authorized shares, each class count, par/no-par status, aggregate par, and class terms (§ 2-104(a)(6)-(7)); charter may let board classify/reclassify unissued stock (§ 2-105(a)(10)), followed by effective articles supplementary before issuance (§ 2-208). Corporation may issue charter-authorized stock/convertibles (§ 2-201). Post-1995 corporations have no preemptive right unless charter grants; older rights persist until charter change (§ 2-205) |
Board resolution before issuance authorizes, sets minimum consideration/formula, and fairly describes nonmoney consideration (§ 2-203(a)). After board general authorization states method/procedure and maximum number or aggregate offering price, board committee may authorize/fix terms under §§ 2-203 and 2-208 (§ 2-411(b)). No ordinary officer/person issuance delegation stated |
Money; tangible/intangible property; labor/services actually performed; promissory note or future-payment obligation; future labor/services contract (§ 2-206(a)). Certain § 2-103(13) securities and REIT-qualification shares may issue without consideration (§§ 2-203(f), 2-206(d)) |
Board sets minimum/formula and describes nonmoney value; absent actual fraud, charter/board minimum conclusive (§ 2-203(a)-(b)). Receipt makes stock/convertible fully paid/nonassessable (§ 2-206(c)); notes/future services may support escrow/transfer limits/distribution credits and cancellation (§ 2-206(b)). Certificate barred until fully paid (§ 2-210(b)); unpaid agreed consideration remains owed (§ 2-215(a)) |
With outstanding voting stock, additional issue allowed if charter permits board, charter does not require vote, and board/charter actual value meets par/stated-capital floor; otherwise board-authorized issuance may proceed after noticed stockholder approval (§ 2-204(b)). Stock-dividend exception unless charter/bylaws say otherwise; convertibles/options authorization can carry through (§ 2-204(c)-(d)) |
Stockholder entitled to certificate unless board-authorized uncertificated route; no certificate until fully paid; no bearer certificate (§ 2-210). Face states issuer, holder, class, and share count; class/series terms or free-copy reference (§ 2-211). One president/VP/CEO/COO/CFO/chair/vice-chair signer plus one secretary/assistant/treasurer/assistant/other officer; manual/facsimile; seal optional; former-officer validity (§ 2-212). No token form stated |
Unless charter/bylaws say otherwise, board may authorize uncertificated shares; existing certificates remain until surrender. On stockholder request, send required certificate information free in writing/electronically (§ 2-210(c)). Stock ledger names/address each holder and each class/series count; written or § 2-114-compliant form, kept at specified office or compliant system (§ 2-209) |
Certificate gives full/summary class and series terms or free-copy reference (§ 2-211(b)-(c)). Issuer restriction: certificate gives full restriction or free-information reference; UCC conspicuous-note/uncertificated-owner-notice rule independently applies (§ 2-211(d)-(e); Com. Law § 8-204) |
Subscriptions use § 2-202; stockholder-rights plans and convertibles use §§ 2-201, 2-204(d). Late articles supplementary can cure voidability prospectively subject to detrimental reliance (§ 2-208(e)). Defective issuance, securities, tax, REIT, accounting, fiduciary, valuation, capitalization, financing, contract, UCC ownership, and remedies remain outside this direct-issuance answer |
| Massachusetts verified 2026-09-04 | Massachusetts Business Corporation Act, Mass. G.L. c. 156D, §§ 6.01-.03, 6.21-.27, 6.30, 16.01; ordinary domestic corporation; direct original issuance and its evidence/ownership record only; subscriptions, options, dividends, reacquisitions, transfers, and disputes are boundaries |
Articles prescribe total authorized shares and each class/series count, designation, and rights (§ 6.01). Shareholders or articles-authorized board may set terms; board terms require filed articles of amendment before issuance (§ 6.02). Issued shares remain outstanding until reacquired, redeemed, converted, or canceled (§ 6.03). Preemptive right only if articles or corporation-party contract provides (§ 6.30); H.3323 would make that articles-only |
Board authorizes shares/consideration and makes pre-issuance adequacy finding; articles may reserve those § 6.21 powers to shareholders exclusively or concurrently (§ 6.21(a)-(c)). Issuance section states no issuance-specific committee, officer, person, duration, or numerical delegation |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, contracts for future services, or other corporate securities (§ 6.21(b)); articles may limit type or set a minimum, but par-value reference alone is not a minimum (§ 6.21(d)) |
Board must determine before issuance that received/promised consideration is adequate; conclusive for validity, full payment, and nonassessability. Full status attaches on receipt. Future-service/benefit contracts and notes may support escrow/transfer limits and distribution credits until performance/payment/receipt, with cancellation on default (§ 6.21(c),(e)-(f)); purchaser owes authorized consideration (§ 6.22(a)) |
Articles may reserve issuance power to shareholders exclusively or concurrently (§ 6.21(a)); shareholders set class/series terms unless articles permit the board, whose filed amendment is effective without shareholder action (§ 6.02). No separate percentage, large-noncash, related-party, control, or below-value vote trigger appears in § 6.21 |
Certificates optional; face states issuer, Massachusetts organization, owner, number, class, and series; class/series rights summarized or free-copy notice supplied. Exactly 2 bylaw/board-designated officers sign manually or by facsimile; seal optional; former-officer signature remains valid (§ 6.25). No token form or full-payment-before-certificate rule stated |
Unless articles/bylaws say otherwise, board may authorize uncertificated shares of any class/series; existing certificates remain until surrender. Within reasonable time after issue/transfer, send written certificate and restriction information (§ 6.26). Shareholder record lists names/addresses alphabetically by class and share count/class; records may be written or reasonably convertible to writing (§ 16.01(c)-(d)) |
Certificate summarizes class/series variations or conspicuously offers them free on written request (§ 6.25(c)). Transfer restriction's existence must be conspicuous on certificate or included in uncertificated statement; omission makes it unenforceable against a person without knowledge (§ 6.27(b)) |
Preemptive rights exist only through articles or corporation-party contract and reach convertibles/subscription-acquisition rights (§ 6.30); H.3323 would delete contract route. Transfer-restriction rule also reaches those securities (§ 6.27(e)). Subscriptions, options, ratification, securities, tax, accounting, fiduciary, valuation, capitalization, financing, contract, and remedies remain outside this direct-issuance answer |
| Michigan verified 2026-09-04 | Michigan Business Corporation Act, 1972 PA 284, principally Mich. Comp. Laws §§ 450.1301-.1308, .1314, .1317, .1327, .1331-.1343, .1472, .1485, .1528; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, options/warrants, share dividends, reacquired shares, transfers, and corrective proceedings are boundaries |
Corporation issues only article-authorized shares/classes with stated rights (§ 450.1301); article-authorized board may create classes/series and rights within article limits, but must file its resolution certificate as article amendment (§ 450.1302). Preemptive rights arise only from articles or corporation-shareholder agreement, subject to pre-1973 legacy (§ 450.1343); actual availability remains a capitalization-record question |
Board ordinarily authorizes; articles may reserve § 450.1314 powers to shareholders. Board determines received/to-be-received consideration adequate (§ 450.1314(1)-(3)). Committee may authorize issuance only if board resolution, articles, or bylaws expressly grant power (§ 450.1528(1)-(2)). No separate officer delegation in direct-issuance section |
Any tangible/intangible property or benefit to corporation, including cash, promissory notes, performed services, future-service contracts, or corporation's other securities (§ 450.1314(2)); broad benefit category may cover other consideration without this survey deciding value or classification |
Board's received/to-be-received adequacy determination is conclusive for nature/amount as related to validity, full payment, and nonassessability (§ 450.1314(3)). Shares fully paid/nonassessable and subscriber gets holder rights when corporation receives authorized consideration (§ 450.1314(4)). Section 450.1314 states no direct-issuance escrow/cancellation system; subscriptions may use retained security interest, sale, or rescission (§§ 450.1305-.1308); purchaser owes issuance consideration (§ 450.1317) |
No fixed-percentage vote merely for an ordinary large/noncash direct issuance in §§ 450.1301-.1343. Articles may reserve issuance powers to shareholders (§ 450.1314(1)). Separate cross-class share-dividend approval and preemptive-right terms are adjacent exceptions (§§ 450.1341a, .1343); articles and shareholder agreements may otherwise change authority |
Shares default to certificates unless § 450.1336 uncertificated route applies (§ 450.1331). Certificate signed by chair, vice-chair, president, or vice-president and may also be signed by another officer; facsimiles allowed, seal optional, former-officer signature effective (§ 450.1331). States Michigan formation, owner, number, class, series (§ 450.1332); no token form |
Unless articles/bylaws provide otherwise, board may authorize some/all classes or series without certificates; existing certificates change after surrender. Within reasonable time after issue/transfer, corporation sends § 450.1332 and applicable restriction/agreement information (§ 450.1336). Holder record lists names, addresses, number/class/series, and record dates; may be written or convertible to writing, with free conversion for entitled inspector (§ 450.1485); no token architecture |
Multiclass certificate states full class/series rights and board series authority or offers full statement free on request (§ 450.1332(2)); uncertificated statement carries same and applicable restriction information (§ 450.1336(2)). Permitted written restriction conspicuously on instrument/statement binds holder, successor, transferee, and named fiduciaries; omission makes it ineffective except against actual knowledge (§ 450.1472(2)) |
Pre/post-organization subscription requires signed writing; preorganization subscription defaults to six months' irrevocability; board sets payment/calls absent agreement and may retain security interest (§§ 450.1305-.1308). Board sets rights/options/warrants under § 450.1342a; preemptive rights use § 450.1343. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| Minnesota verified 2026-09-04 | Minnesota Business Corporation Act, Minn. Stat. ch. 302A; ordinary domestic for-profit corporation. Direct original issuance principally under §§ 302A.401-.429; subscriptions, share dividends/combinations, rights/options, reacquisitions, secondary transfers, and defective-action cures remain separate (§§ 302A.011, subd. 8, 302A.401-.429) |
Articles state aggregate authorized shares; default one common voting class/series with equal rights unless articles/board provide otherwise. Board may fix class/series terms and file required statement; issued shares are outstanding until reacquired. Reacquired shares generally authorized/unissued unless pledged or articles bar reissue. Preemptive rights default on unless articles or board deny/limit, with statutory exemptions (§§ 302A.011, subd. 20, 302A.111, subds. 1-2, 302A.401, 302A.413, 302A.553) |
Board authorization required, subject to articles restrictions and modification in articles/control agreement. Resolution may assign determinations/actions to any person only if it fixes maximum shares, issuance period, and minimum consideration. Articles may provide shareholder approval of consideration/price terms (§§ 302A.111, subd. 2(g), 302A.401, subd. 1, 302A.405, subd. 1(a)) |
Any consideration: money; tangible/intangible property received or to be received under written agreement; services rendered or to be rendered. Notes and checks expressly recognized by payment rule; conversion/exchange and no-new-consideration share-dividend routes are separate (§ 302A.405, subds. 1, 3) |
Good-faith, reasonably based value/fairness/payment determinations presumed proper; approving unfair value can create liability. Nonassessable when agreed consideration fully paid/delivered/rendered; delivered note/check/future-property agreement and authorization of future services count as fully paid. Assessable shares require unanimous holder consent; subscriber/shareholder still owes full consideration. No direct-issuance escrow system stated (§§ 302A.405, subds. 2-3, 302A.425) |
Articles may provide shareholder approval of consideration terms; assessable shares need unanimous shareholder consent; articles/control agreement may modify board-authorization default. No fixed-percentage large/noncash direct-issuance vote stated. Majority same-class/series vote in § 302A.405, subd. 1(b), is a share-dividend/conversion boundary, not the ordinary direct issuance (§§ 302A.111, subd. 2, 302A.405, subds. 1, 3) |
Shares either certificated or uncertificated; qualifying certificated holder entitled to certificate. Face states corporation/Minnesota organization, holder, count, class/series. One authorized agent/officer signs (default: officer); former-capacity/facsimile signature remains effective. No seal or certificate-token form stated (§ 302A.417, subds. 1-6) |
Unless articles/bylaws prohibit, corporation may make some/all classes/series uncertificated; existing certificates await surrender. Required certificate information sent within reasonable time; equal rights. Chapter recognizes electronic records/signatures. Keep share register ≤1 year old plus certificated/uncertificated issuance dates (§§ 302A.015, 302A.417, subd. 7, 302A.461, subd. 1) |
Multi-class/series certificate gives full determined terms/board authority or free-copy offer; same information accompanies uncertificated shares. Written transfer restriction valid/specially enforceable if not manifestly unreasonable and conspicuously noted or sent with uncertificated information; otherwise ineffective against person without knowledge; separate-document reference allowed (§§ 302A.417, subds. 5, 7, 302A.429) |
Signed subscriptions, rights/options/warrants/convertibles, preemptive rights, reacquisitions, and defective-act/putative-share ratification have separate statutes. Corporate authorization does not decide securities, tax, accounting, valuation, fiduciary, contract, financing, ownership, or remedy issues (§§ 302A.166, 302A.403, 302A.409, 302A.413, 302A.553) |
| Mississippi verified 2026-09-04 | Mississippi Business Corporation Act, Miss. Code §§ 79-4-1.01 to -17.06; ordinary domestic corporation; original issuance under §§ 79-4-6.01 to -6.22, distinct from subscriptions, options, share dividends, reacquisitions, and transfers |
Articles fix authorized class counts and terms; authorized board may set class/series terms and file articles of amendment stating them before issue. Reacquired shares become authorized but unissued unless articles bar reissue. Preemptive rights require articles opt-in (§§ 79-4-6.01 to -.03, -.30 to -.31) |
Board authorizes and finds adequacy; articles may reserve § 79-4-6.21 powers to shareholders. Properly empowered board committee may exercise board power but cannot approve/propose shareholder-required action; no general officer delegation for direct issuance (§§ 79-4-6.21(a),(c), 79-4-8.25(a),(d)-(e)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 79-4-6.21(b)) |
Board must find received/to-be-received consideration adequate before issue; finding is conclusive for validity/full payment/nonassessability. Full payment occurs on receipt; note/future-service/benefit shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance. Purchaser owes authorized consideration (§§ 79-4-6.21(c)-(e), -.22(a)) |
No fixed large-, noncash-, related-party-, or control-issuance vote in § 79-4-6.21; articles may reserve issuance powers to shareholders. Class/series terms and governing documents may add approval; cross-class share dividends use a separate majority-entitled-vote rule (§§ 79-4-6.01 to -.02, -.21(a), -.23(b)) |
Certificates optional; face states Mississippi issuer, owner, share count/class/series; class terms or free-copy offer; two bylaw/board-designated officers sign manually/facsimile; seal/facsimile optional; former-officer signature valid; no token form (§ 79-4-6.25) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, numbers/classes and may be electronic or convertible to paper (§§ 79-4-6.26, -16.01(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or furnishes them free on written request. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 79-4-6.25(c), -.26(b), -.27) |
Preincorporation subscriptions follow § 79-4-6.20; rights/options/warrants and equity awards follow § 79-4-6.24; Chapter 4 states no special defective-share ratification procedure. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Missouri verified 2026-09-04 | Missouri General and Business Corporation Law, RSMo ch. 351, especially §§ 351.015, .055, .080, .160-.185, .215, .295, .305, plus UCC § 400.8-204; ordinary domestic corporation; direct original issuance/evidence/ownership record only; subscriptions, options, dividends, reacquisitions, transfers, and disputes are boundaries |
Articles authorize shares; if aggregate exceeds 30,000 shares or par value exceeds $30,000, articles state each class's number, par/no-par treatment, and rights (§ 351.055(1)(3)). Classes/series and board-set terms require articles authority and pre-issuance certificate of designations (§ 351.180(1), (7)). Corporation-owned shares remain issued but not outstanding (§ 351.015(2)); actual availability is records-dependent. Default preemptive right may be limited/denied in articles (§ 351.305) |
First board's organization meeting authorizes issuance (§ 351.080(2)). Board fixes consideration for par and no-par shares, except articles may reserve no-par consideration to shareholders (§ 351.185(1)). No ordinary direct-issuance officer/person delegation stated; separate rights/options § 351.182 permits bounded officer awards |
Money paid, labor done, property actually received, and valid bona fide antecedent debt (§ 351.160(1)). Shareholder note/obligation, secured or not, is not payment for original-issue shares; corporation may not lend purchase money to shareholder (§ 351.165). Future labor/services and executory contracts not listed as valid payment |
Par shares: board-set consideration at least par; no-par shares: board-set unless articles reserve to shareholders. On receipt, shares full-paid/nonassessable; absent actual fraud, board/shareholder valuation judgment conclusive (§ 351.185(1), (3)). No general direct-issue escrow/cancellation route stated. Subscription installments/calls and 60-day pre-forfeiture notice use § 351.175; ledger records amount paid (§ 351.215) |
Shareholders act if articles reserve no-par consideration (§ 351.185(1)). Board-set class/series terms require articles authority and filed certificate; materially adverse amendment after issuance needs majority of affected class/series or greater articles vote (§ 351.180(7)). No fixed-percentage large-noncash, related-party, or control issuance vote trigger in §§ 351.160-.185 |
Certificates default; articles, bylaws, or board resolution may authorize uncertificated class/series shares (§ 351.295(1)). Certificate evidences named holder and described shares (§ 351.015(3)); no-par face states share count/no par or percentage dividend (§ 351.295(2)). Unless articles/bylaws vary, president/VP plus secretary/assistant/treasurer/assistant sign and corporate seal required; facsimiles allowed; former-officer validity (§ 351.295(1)). No token form stated |
Articles, bylaws, or board resolution may authorize uncertificated shares; existing certificate remains until surrender; every uncertificated holder entitled to statement of holdings, with no delivery clock/content list stated (§ 351.295(1)). Stock record at Missouri registered/principal/transfer-agent office records subscribed shares, owners, respective numbers, amount paid/by whom, and transfers/dates (§ 351.215(1)) |
Certificate gives full/summarized class/series rights or free-copy reference; uncertificated holder gets information on request (§ 351.180(6)). Issuer transfer restriction ineffective against person without knowledge unless conspicuous on certificate or registered owner notified for uncertificated security (§ 400.8-204). Chapter 351 has no parallel ordinary-corporation detailed restriction-form statute |
Board accepts/rejects subscriptions and sets payment/installments unless agreement controls; 60-day notice precedes forfeiture (§ 351.175). Rights/options use § 351.182; default preemptive right may be limited/denied by articles (§ 351.305). Ratification, securities, UCC ownership, tax, accounting, fiduciary, valuation, capitalization, financing, contract, and remedies remain outside direct-issuance answer |
| Montana verified 2026-09-04 | Montana Business Corporation Act, MCA ch. 35-14; ordinary domestic for-profit corporation; direct original issuance under §§ 35-14-601 to -631, distinct from subscriptions, options/equity awards, share dividends, reacquisitions, transfers, and defective-action ratification |
Articles set authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and must file terms before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or canceled; reacquired shares become authorized-unissued unless articles prohibit reissue. Preemptive rights require articles election (§§ 35-14-601 to -603, -630 to -631) |
Board authorizes issuance and determines adequacy; articles may reserve § 35-14-621 powers to shareholders. Committee may not issue unless board gives specifically limited authority; board may likewise authorize a senior executive officer within specific limits. Equity-award officer authority is separately bounded (§§ 35-14-621(1)-(3), -624(3), -825(4)(g)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 35-14-621(2)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Receipt makes shares fully paid/nonassessable; future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for failure (§§ 35-14-621(3)-(5), -622(1)) |
Noncash/cash-equivalent issuance of shares, convertibles, or rights exceeding 20% of prior voting power in one or contingent integrated transactions needs shareholder approval at a meeting with majority-or-higher articles quorum; votes for must exceed votes against absent a greater rule (§§ 35-14-621(6), -725(1),(3)) |
Certificates optional; face states Montana issuer, owner, share count/class/series; class terms or free-copy offer; 2 bylaw-designated officers sign, including manual, facsimile, or electronic signature under the Act definition; former-officer signature remains valid. No seal or certificate-token form stated (§§ 35-14-140(51), -625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Current-shareholder record lists holders alphabetically by class/series with address, number, and class/series and must be inspectable within reasonable time (§§ 35-14-626, -1601(4)-(5)) |
Certificate or uncertificated statement summarizes class/series rights or offers a free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person without knowledge. Qualifying shareholder agreement requires conspicuous notice and can give an unknowing purchaser rescission (§§ 35-14-625(3), -626(2), -627, -732(3)) |
Preincorporation subscriptions follow § 35-14-620; rights/options/warrants and officer equity-award authority follow § 35-14-624; defective issuances may use §§ 35-14-145 to -152 ratification/validation. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Nebraska verified 2026-09-04 | Nebraska Model Business Corporation Act; ordinary domestic corporation; original issuance under §§ 21-237 to 21-243, distinct from subscriptions, options, share dividends, reacquisitions, transfers, and defective-action cure |
Articles fix authorized class/series counts and terms; authorized board may classify/reclassify unissued shares and file terms before issue. Reacquired shares become authorized but unissued unless articles bar reissue. Modern preemptive rights require articles opt-in; pre-1996 corporation rights may continue (§§ 21-237 to -239, -250 to -251) |
Board authorizes and finds adequacy; articles may reserve § 21-242 powers to shareholders. Properly empowered committee may exercise board power but cannot approve/propose shareholder-required action; no general officer delegation for direct issuance (§§ 21-242(a),(c), 21-2,100(a),(d)-(e)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 21-242(b)) |
Board must find received/to-be-received consideration adequate before issue; finding conclusive for validity/full payment/nonassessability. Full payment occurs on receipt; note/future-service/benefit shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance. Purchaser owes authorized consideration (§§ 21-242(c)-(e), -243(a)) |
Shareholder meeting approval if noncash shares/convertibles/rights in one transaction or contingent integrated series exceed 20% of pretransaction voting power; majority-entitled-vote quorum, then votes cast for exceed votes against unless articles require more (§§ 21-242(f), 21-267(a),(c)) |
Certificates optional; face states Nebraska issuer, owner, share count/class/series; class terms or free-copy offer; two bylaw/board-designated officers sign manually/facsimile; seal optional; former-officer signature valid; no token form (§ 21-246) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, numbers/classes and may be document/electronic/paper-convertible (§§ 21-247, 21-2,221(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement or favorable holder vote (§§ 21-246(c), -247(b), -248) |
Preincorporation subscriptions follow § 21-241; rights/options/warrants and awards follow § 21-245; defective acts use a separate statutory ratification/validation route. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Nevada verified 2026-09-04 | Nevada Revised Statutes Chapter 78; ordinary domestic private corporation; original issuance under NRS 78.195-.235, distinct from subscriptions, rights/options, share dividends, treasury disposal, secondary transfers, and ratification |
Articles state authorized counts/classes/series or empower board resolution; class/series designation must be filed and effective before issue. Treasury shares remain issued until restored/retired and may be disposed for board-set consideration. Preemptive rules split at Oct. 1, 1991 (NRS 78.035, .195-.1955, .265-.267, .283) |
Board authorizes under NRS 78.211; articles prescribe consideration or board fixes it if silent (§ 78.215). Articles-permitted board sets classes/series. Properly empowered committee may exercise board management powers; no general officer delegation for direct issue (NRS 78.120, .125, .195-.1955, .211-.215) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities; nature/amount may follow an approved formula or stated external fact/event (NRS 78.211(1)) |
Board's consideration judgment conclusive absent actual fraud; stock fully paid on receipt. Note/future-service/benefit stock may be escrowed/restricted, distributions credited, and stock/credits canceled for nonperformance. Default no assessment after fully paid, but articles may provide otherwise; board may levy assessments on assessable stock (NRS 78.195(3), .211, .225, .275) |
No fixed large-, noncash-, related-party-, or control-issuance vote in NRS 78.211-.215. Articles may prescribe consideration; initial board-created class/series terms need no holder vote, but later amendment of an issued class/series triggers affected and senior-class majority voting unless governing terms change it (NRS 78.1955(2)-(4)) |
Holder entitled to nonbearer certificate unless shares are uncertificated; certificate signed by designated officers/agents and certifies share count. Facsimiles require authentication by transfer agent/clerk and registrar; corporation cannot self-register facsimile certificates; former-officer signature may be adopted. No seal/token requirement (NRS 78.235(1)-(4)) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; certificates await surrender. Written statement within reasonable time; requested confirmation within 10 days. Regular records and stock ledger may use electronic system, medium, or blockchain, convertible on proper request to legible paper (NRS 78.0297-.0298, .235(4)-(5)) |
No general class/series-rights legend stated in NRS 78.235. Transfer/ownership restriction may be in articles, bylaws, or agreement; enforceable against transferee if articles state it, certificate/uncertificated statement notes it conspicuously, or transferee has/should have knowledge. Earlier holders must agree or vote (§ 78.242) |
Subscriptions follow NRS 78.220; rights/options follow NRS 78.200; noncompliant stock issuances may use NRS 78.0296 ratification/validation. Corporate authorization does not resolve securities, UCC ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| New Hampshire verified 2026-09-04 | New Hampshire Business Corporation Act, RSA ch. 293-A; ordinary domestic for-profit corporation; direct original issuance under §§ 293-A:6.01-.31, distinct from subscriptions, options/equity awards, share dividends, reacquisitions, transfers, and corrective or other transaction proceedings |
Articles set authorized class/series counts and terms; authorized board may classify/reclassify authorized-unissued shares and file terms before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled; reacquired shares become authorized-unissued unless articles prohibit reissue. Preemptive rights require articles election (§§ 293-A:6.01-.03, .30-.31) |
Board authorizes and determines adequacy; articles may reserve § 293-A:6.21 powers to shareholders exclusively or concurrently. Empowered board committee may exercise board power; issuance is not excluded. No general direct-issuance delegation to an officer stated, but officers may receive bounded equity-award authority (§§ 293-A:6.21(a),(c), 6.24(c), 8.25) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities. Articles may restrict type or set a minimum; par value alone is not a minimum (§ 293-A:6.21(b),(d)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Full payment follows receipt despite an article minimum. Future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits cancelled for nonperformance or nonpayment (§§ 293-A:6.21(c)-(f), 6.22(a)) |
No general 20%-noncash or similar vote trigger in complete § 293-A:6.21. Articles may reserve issuance power exclusively/concurrently to shareholders, and a qualifying unanimous agreement may transfer corporate power (§§ 293-A:6.21(a), 7.32). Class/series terms and other transaction statutes independently control |
Certificates optional; face states New Hampshire issuer, owner, share count/class/series; class terms or free-copy offer; 2 bylaw/board-designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no certificate-token form stated (§ 293-A:6.25) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, count, and class alphabetically by class; records may be documents/electronic records or convertible to paper (§§ 293-A:6.26, 16.01(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers a free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person without knowledge. A qualifying shareholder agreement requires conspicuous certificate/statement notice and can give an unknowing purchaser rescission (§§ 293-A:6.25(c), 6.26(b), 6.27, 7.32(c)) |
Preincorporation subscriptions follow § 293-A:6.20; rights/options/warrants and bounded officer equity-award authority follow § 293-A:6.24; preemptive rights follow § 293-A:6.30. Corporate authorization does not resolve corrective proceedings, securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| New Jersey verified 2026-09-04 | New Jersey Business Corporation Act, principally N.J.S.A. §§ 14A:5-28 to -29, 14A:6-9, and 14A:7-1 to -13; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, options, share dividends, reacquired shares, transfers, public-company/securities rules, and corrective proceedings are boundaries |
Certificate states authorized number/classes/series and rights (§ 14A:7-1). Certificate-authorized board may set class/series number and terms, but must adopt resolution and file certificate amendment before issue (§ 14A:7-2). Post-Jan. 1, 1969 corporations default to no preemptive rights; older corporations default to rights unless opted out (§ 14A:5-29); actual availability remains a capitalization-record question |
Board fixes consideration, formula, or minimum subject to certificate; certificate may reserve consideration decision to shareholders, who fix it or authorize board (§ 14A:7-4(1)-(2)). Certificate/bylaw-authorized committee may exercise board authority because issuance is not excluded (§ 14A:6-9). No general noncommittee officer delegation stated |
Money; real property; tangible/intangible personal property including another corporation's stock; subscriber/other-person obligations, secured or unsecured; performed labor/services including formation; future labor/services. New employee's prior-employer departure or corporate-employment acceptance expressly adequate (§ 14A:7-5(1)); certificate may restrict |
Board/shareholder good-faith value judgment conclusive (§ 14A:7-4(6)). Subscriber gets holder rights, certificate registration, and fully-paid/nonassessable shares only after full consideration paid (§ 14A:7-5(2)). Subscription payments apply to whole shares first; corporation may retain certificate as security and use sale/rescission/cancellation remedies (§ 14A:7-3(3)-(6)). No general direct-issuance escrow rule outside subscription system |
No fixed-percentage vote merely for an ordinary large/noncash direct issuance in §§ 14A:7-1 to -7. Shareholders act if certificate reserves consideration decision (§ 14A:7-4(2)); certificate amendment/class-right and preemptive-right rules remain separate. Governing certificate/bylaws may otherwise require approval |
Certificates or uncertificated shares (§ 14A:7-11(1),(6)); primary signature by chair/vice-chair/president/vice-president, optional treasurer/secretary-group countersignature, facsimiles allowed, seal optional, former signer valid. States New Jersey organization, owner, number, class, series; no certificate before full payment; compliant punched/magnetic/processed card permitted (§ 14A:7-11(1),(3)-(5)). S775 token route pending |
Board may make some/all classes or series uncertificated; within reasonable time sends registered owner written class/series, owner, and restriction information; rights otherwise identical (§ 14A:7-11(6)). Shareholder record lists names, addresses, number/class/series, and record-ownership dates; may be written, readable-convertible, or on electronic network including blockchain (§ 14A:5-28(1)). S775 would separately add certificate tokens |
Multiclass certificate states full class/series terms and board authority or offers full statement free on request (§ 14A:7-11(2)); uncertificated notice carries same (§ 14A:7-11(6)). Reasonable transfer restriction conspicuously on security/statement binds holder, successor, transferee, and fiduciary; omission protects new holder without actual knowledge (§ 14A:7-12(2)) |
Preformation subscription defaults to six months if no filing and extends to 60 days after filing; board accepts/rejects and sets payments unless governing records/agreement alter (§ 14A:7-3). Board sets share rights/options under § 14A:7-7; preemptive rights use § 14A:5-29. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| New Mexico verified 2026-09-04 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-1 to 53-18-12; ordinary domestic corporation; original issuance under §§ 53-11-15 to -25, distinct from subscriptions, options, share dividends, treasury disposal, secondary transfers, and corrective proceedings |
Articles authorize counts/classes/terms; articles-authorized board may set preferred/special series terms, filing statement before effectiveness. Treasury shares stay issued until restored/retired and may be disposed for board-set consideration. Preemptive right defaults on for authorized-unissued shares/convertibles unless statute/articles limit (§§ 53-11-5, -15 to -16, -26) |
Board authorizes and establishes price/minimum/formula/method. Committee generally barred from issuance or series terms, but after board general authorization a committee may fix contract and share terms under board formula/method or stock-option/other plan. No general officer delegation (§§ 53-11-18 to -19, -41(G)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 53-11-19(A)) |
Board must find received/to-be-received consideration adequate; finding conclusive for validity/full payment/nonassessability. Full payment occurs on receipt; note/future-service/benefit shares may be escrowed/restricted, distributions credited, and shares/credits canceled for nonperformance. Certificate cannot issue before full payment; holder owes full consideration (§§ 53-11-19, -23(D), -25) |
No fixed large-, noncash-, related-party-, or control-issuance vote in §§ 53-11-18 to -19. Board sets price subject to articles. Separate cross-class stock dividend/exchange needs articles authority or majority of outstanding shares of issued class (§ 53-11-18(B)); governing terms may add approval |
Shares certificated or board-authorized uncertificated. Certificate uses one chair/vice-chair/president/VP plus one treasurer/assistant treasurer/secretary/assistant secretary; facsimiles allowed; seal optional; former-officer/agent/registrar signature valid. Face states New Mexico organization, owner, count/class/series; class rights or free-copy offer (§ 53-11-23(A)-(D)) |
Unless articles/bylaws say otherwise, board resolution may make classes/series uncertificated; certificates await surrender. Written notice within reasonable time states registered owner and share count/class/series, but § 53-11-23(E) does not import subsection B's class-right summary. Shareholder record lists names, addresses, counts/classes and may be written or convertible to writing (§§ 53-11-23(E), -50(A)) |
Multiclass certificate states full class/series rights or free-copy offer; uncertificated notice does not incorporate it. No general transfer-restriction legend, omission, or purchaser-knowledge rule appears in surveyed §§ 53-11-15 to -26; articles, bylaws, agreements, UCC, and other law remain separate (§ 53-11-23(B),(E)) |
Subscriptions follow § 53-11-17; rights/options follow § 53-11-20; surveyed Act states no special defective-share ratification procedure. Corporate authorization does not resolve securities, UCC ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| New York verified 2026-09-04 | New York Business Corporation Law, especially §§ 102, 501-504, 508, 624, 712, and UCC § 8-204; ordinary domestic for-profit corporation; direct original issuance, certificate/uncertificated evidence, restriction notice, and ownership record; subscriptions, options, share distributions, treasury dispositions, repurchases, transfers, mergers, and corrective proceedings are boundaries |
Certificate states authorized share number and each class's designation, par/no-par status, voting/dividend/liquidation rights, preferences, and limits; each same-class share ordinarily equal (§ 501). Certificate-authorized board may fix preferred-series number and terms, but must deliver certificate of amendment before issue (§ 502). Treasury shares are issued but not outstanding (§ 102(14)); preemptive rights use separate Article 6 rules |
Board fixes par-share consideration and ordinarily no-par consideration; certificate may reserve no-par consideration to shareholders, whose vote fixes it or authorizes board to do so (§ 504(c)-(e)). Certificate/bylaws may authorize a committee with all board authority except five listed matters; share issuance itself is not excluded, but shareholder-required action is (§ 712). No separate noncommittee delegate route in §§ 501-504 |
Money; tangible/intangible property; labor/services actually received or performed; binding obligation to pay purchase/subscription price in cash or property; binding obligation to perform agreed-value services; or combination (§ 504(a)). Par-share consideration cannot be below par (§ 504(c)); no general purchaser-note exclusion stated |
Absent fraud, board/shareholder value judgment conclusive (§ 504(a)). Before certificate: stated-capital portion paid as cash, rendered services, personal/real property; compliant consideration provided for balance (§ 504(h)). Then subscriber gets holder rights/certificate and shares are fully paid/nonassessable (§ 504(i)). Future cash/property/service obligation shares may remain escrowed/restricted, distributions credited, and remedies pursued for nonperformance (§ 504(j)); no general partly-paid or assessment route in § 504 |
No general 20%-noncash or similar vote trigger appears in §§ 501-504. Shareholders act when certificate reserves no-par consideration, fixing it or authorizing board to do so (§ 504(d)); certificate/class/series terms and another transaction statute may add approval. Board-fixed preferred series requires pre-issue certificate amendment (§ 502) |
Shares are certificated or uncertificated. Certificate states New York formation, owner, number, class, series and class/series terms or free-copy offer; signed by one chair/president-group officer and one secretary/treasurer-group officer; seal optional (§ 508(a)-(c)). Facsimiles allowed only with independent transfer agent/registrar or exchange listing; former-officer signature valid. No token form |
Unless certificate/bylaws provide otherwise, board may make some/all classes/series uncertificated; existing certificate changes only on surrender. Within reasonable time, corporation sends registered owner written class/series and ownership information; same-class/series rights match certificated shares (§ 508(f)). Shareholder record at NY corporate or transfer-agent/registrar office lists names, addresses, number/class, and ownership dates and may be convertible to writing (§ 624(a)) |
Certificate or uncertificated notice states class/series designations, rights, preferences, limits, and board authority, or offers full statement free (§ 508(b),(f)). BCL § 508(d) leaves transferability to law/bylaws; UCC § 8-204 makes issuer restriction ineffective against person without knowledge unless conspicuously noted on certificate or registered owner of uncertificated security is notified |
Signed writing required for subscription; preformation subscription defaults irrevocable three months and board sets payment absent agreement (§ 503). Options, convertibles, share distributions, treasury dispositions, preemptive rights, repurchases, mergers, defective issuance and ratification use adjacent rules. Corporate authorization does not decide securities registration/exemption/antifraud, beneficial ownership, tax, accounting, fiduciary, dilution, financing, contract, investor-right, valuation, or remedy questions |
| North Carolina verified 2026-09-04 | North Carolina Business Corporation Act, principally N.C. Gen. Stat. §§ 55-6-01 to -04, 55-6-20 to -30, 55-8-25, and 55-16-01; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, rights/options/warrants, share dividends, treasury dispositions, transfers, public corporations, and corrective proceedings are boundaries |
Articles prescribe authorized number/classes/series and their terms (§ 55-6-01); article-authorized board may set class/series terms before issue, with pre-issue articles of amendment (§ 55-6-02). Issued shares remain outstanding until reacquired/redeemed/converted/cancelled (§ 55-6-03). Preemptive rights generally article opt-in, but pre-July 1990 nonpublic corporations have legacy default (§ 55-6-30); actual availability remains a capitalization-record question |
Board ordinarily authorizes; articles may reserve powers to shareholders. Unless articles/bylaws provide otherwise, board may delegate within prescribed limits to designated officers (§ 55-6-21(a)). Properly empowered committee may exercise board authority; current prohibited list does not exclude share issuance (§ 55-8-25(d)-(e)). Board determines adequacy (§ 55-6-21(c)) |
Any tangible/intangible property or benefit to corporation, including cash, promissory notes, performed services, future-service contracts, or corporation's other securities (§ 55-6-21(b)); broad benefit category may cover other consideration without this survey deciding value or classification |
Before issue, board determines received/to-be-received consideration adequate; determination conclusive for validity, full payment, and nonassessability (§ 55-6-21(c)). Shares fully paid/nonassessable when corporation receives authorized consideration (§ 55-6-21(d)). Future services/benefits or note: optional escrow/transfer restriction, distribution credits, and whole/partial cancellation on nonperformance (§ 55-6-21(e)); purchaser owes authorized/subscribed consideration (§ 55-6-22); no general assessment system |
No fixed-percentage vote merely for an ordinary large/noncash direct issuance in §§ 55-6-01 to -24. Articles may reserve issuance powers to shareholders (§ 55-6-21(a)). Separate share-dividend cross-class vote and preemptive-right rules remain adjacent exceptions (§§ 55-6-23(b), 55-6-30); articles, bylaws, and qualifying shareholder agreements may otherwise change authority |
Certificates optional; holder rights identical (§ 55-6-25(a)). Certificate states corporation/North Carolina organization, owner, number, class, series; two bylaw/board-designated officers sign manually or by facsimile; seal optional; former-officer signature remains valid; bearer share certificates prohibited (§ 55-6-25(b),(d)-(e)); no token form |
Unless articles/bylaws provide otherwise, board may authorize some/all classes or series without certificates; existing certificates change only after surrender. Within reasonable time after issue/transfer, corporation sends certificate information and applicable restriction statement (§ 55-6-26). Current shareholder record is alphabetical by class and shows number/class held; records must be available for inspection within reasonable time (§ 55-16-01(c),(e)); no prescribed token/electronic-ledger architecture |
Multiclass/series certificate summarizes rights and board series authority or conspicuously offers information free on written request (§ 55-6-25(c)); uncertificated statement supplies minimum certificate and restriction information (§ 55-6-26(b)). Authorized, non-unconscionable restriction conspicuously noted on certificate/statement binds holder/transferee; omission protects everyone except person receiving actual written notice (§ 55-6-27(b)) |
Preincorporation subscription defaults to six months' irrevocability and board-set payment terms; post-incorporation subscription is § 55-6-21 contract (§ 55-6-20). Board or § 55-6-21(a) delegate sets rights/options/warrants terms (§ 55-6-24); preemptive rights use § 55-6-30. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| North Dakota verified 2026-09-04 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; ordinary domestic for-profit corporation; direct original issuance under §§ 10-19.1-61 to -70, distinct from subscriptions, purchase rights, share dividends, reacquisitions, transfers, mergers/exchanges, and corrective proceedings |
Board authorizes securities/purchase rights; default 1 common voting series and $0.01 par unless articles vary, and articles may authorize board-created classes/series with pre-issue filing. Acquired unpledged shares become authorized-unissued unless articles bar reissue. Default pre-emptive rights apply unless articles or authorized board class/series terms limit them (§§ 10-19.1-61, -65, -93) |
Board authorization required, subject to articles. Board or shareholders may determine consideration; qualifying all-current-shareholder/subscriber control agreement may govern corporate power and shift authority/liability. § 10-19.1-61 states no direct-issuance delegation to committee or officer; officer authority in § 64(3) is for purchase rights (§§ 10-19.1-61, -63(3), -83) |
Money; tangible/intangible property; labor or services actually performed. Promissory notes and future services expressly are not payment; future-service contracts and securities are not separately named (§ 10-19.1-63(1)) |
Board/shareholder amount, value, fairness, payment-term and issue agreement presumed proper if good-faith and based on reasonable accounting/fair valuation/other method. Receipt makes shares fully paid/nonassessable; consideration may be below par unless articles require more. Assessable shares need unanimous shareholder consent; no direct-issuance escrow stated (§ 10-19.1-63(1),(3)-(4)) |
No general 20%-noncash or similar vote trigger in §§ 10-19.1-61 to -70. Unanimous shareholders required for assessable shares; cross-class share dividend has its own majority-of-issued-class rule, and default pre-emptive rights independently apply (§§ 10-19.1-61.1, -63(2),(4), -65) |
Shares may be certificated/uncertificated; compliant certificated holder entitled to certificate. Face states North Dakota issuer, owner, number/class/series, and par/no-par; president/VP plus secretary/assistant secretary sign; facsimile/former-officer signatures valid; certificate is prima facie ownership evidence. No seal or certificate-token form stated (§ 10-19.1-66(1)-(5)) |
Unless articles/bylaws prohibit, corporation may make classes/series uncertificated; existing certificate awaits surrender. Private-company holder gets certificate information within reasonable time. Share register, no more than 1 year old, lists shareholder identity by name or data address, address/authorized electronic receipt, shares, and issue dates; electronic records/signatures valid (§§ 10-19.1-01(49)-(50),(57)-(58), -01.1, -66(6), -84(1)) |
Certificate/uncertificated information gives class/series terms and par/no-par. Written transfer restriction must be conspicuous on certificate or in uncertificated information; otherwise ineffective against person without knowledge. Control agreement requires certificate/uncertificated notice of existence/location and corporation-paid copy on demand (§§ 10-19.1-66(4),(6), -70, -83(3)) |
Written subscriptions follow § 10-19.1-62; rights/options/warrants and officer authority follow § 64; default pre-emptive rights follow § 65. Defective-issuance correction and corporate authorization do not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. title 18, chapter 22; ordinary domestic stock corporation. Direct original issuance principally under §§ 1006, 1032-1039; subscriptions, rights/options, treasury resales, transfers, and defective-action ratification remain separate (§§ 1006, 1032-1055.1) |
Certificate states authorized total/class counts and par/no-par status; certificate or authorized board resolution sets class/series terms and filed designation. Actual unissued/reserved/treasury availability requires full records. Preemptive rights exist only if certificate expressly grants them; no fractional-share right (§§ 1006(B)(3)-(4), 1032(A),(G)) |
Board sets form/manner and authorizes issuance. Resolution may delegate transactions to person/body only with maximum shares, period, and minimum consideration; delegate cannot issue to itself and cannot determine those three bounds. Certificate may reserve consideration determination to shareholders (§§ 1033(A)-(C), 1034(A)-(D)) |
Cash, any tangible/intangible property, any corporate benefit, or combination; future services expressly excluded. Promissory notes not expressly listed, and constitutional/minimum-consideration rules remain separate; partly paid route available (§§ 1033(A),(D), 1034(A)-(B), 1037) |
Absent actual fraud, directors' value/minimum-consideration judgment conclusive; stock fully paid/nonassessable on receipt. Par stock consideration at least par; no-par amount set under § 1033 or reserved shareholder route. Partly paid shares subject to call; certificate/ledger states total and paid amounts; dividends track paid percentage. No direct escrow/cancellation system (§§ 1033(D), 1034(A)-(B),(D), 1037) |
Certificate may reserve consideration determination to shareholders; default majority of all outstanding stock entitled to vote unless certificate requires more. No fixed-percentage large/noncash direct-issuance vote stated. Delegated actor self-issuance barred. Future corporation-holder contract authority arrives November 1 (§§ 1033(B), 1034(D); 2026 O.S.L. ch. 304) |
Stock defaults certificated unless board resolution makes class/series uncertificated; holder entitled to nonbearer certificate for registered share count, signed by any two authorized officers; facsimile and former-officer signatures valid. Class/series terms or free-copy offer and unpaid amount added as applicable; no issuer/holder/state face list, seal, or token form stated (§§ 1032(F), 1037, 1039) |
Board resolution may make some/all classes/series uncertificated; existing certificates await surrender. Within reasonable time, registered owner receives written/electronic notice with class/series, unpaid, restriction, and agreement information. Stock ledger may use storage device/electronic or distributed network/database if paper-convertible and list/information/transfer capable (§§ 1032(F), 1037, 1039, 1069) |
Certificate or uncertificated notice carries full/summary class-series rights or free-copy offer. Written transfer/ownership restriction conspicuously on certificate or in notice; omission limits effect to actual-knowledge person; earlier securities require agreement or favorable vote (§§ 1032(F), 1055(A)-(B)) |
Subscriptions share § 1033 payment framework; rights/options use separate § 1038; transfer restrictions and defective-act/putative-stock ratification use §§ 1055-1055.2. Corporate authorization does not resolve securities, tax, accounting, valuation, fiduciary, contract, UCC, financing, ownership, or remedy issues |
| Oregon verified 2026-09-04 | Oregon Business Corporation Act, ORS ch. 60; ordinary domestic for-profit corporation. Direct original issuance principally under ORS 60.131-.177; subscriptions, rights/options, share dividends, reacquisitions, secondary transfers, and defective-action cures remain separate (ORS 60.001, 60.131-.177) |
Articles prescribe authorized class counts/terms; if articles permit, board may set pre-issuance class/series terms by filed amendment without holder action. Issued shares outstanding until reacquired/redeemed/converted/canceled; reacquired shares authorized/unissued. Modern preemptive rights articles opt-in; pre-June 15, 1987 legacy default (ORS 60.131-.137, 60.174-.177) |
Board authorizes issuance/adequacy; articles may reserve ORS 60.147 powers to shareholders. Properly empowered director committee may exercise board power and cannot approve shareholder-required action. No direct-issuance officer/person delegation stated; equity-award officer route is separate (ORS 60.147(1)-(3), 60.354(1),(4)-(5)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, and other corporate securities; no secured-note prerequisite stated. Note/future-service/benefit consideration may use escrow or transfer restriction (ORS 60.147(2),(5)) |
Board pre-issuance adequacy finding conclusive for adequacy's effect on valid issue/fully-paid/nonassessable status; authorizing record may be relied on. Full payment/nonassessability on receipt. Corporation may escrow/restrict note/future-service/benefit shares, credit distributions, and cancel on failure; purchaser owes consideration (ORS 60.147(3)-(5), 60.151(1)) |
Articles may reserve issuance powers to shareholders. No fixed-percentage vote for ordinary large, noncash, related-party, or control-changing direct issuance stated; governing documents, class/series terms, and other transaction statutes may require approval (ORS 60.131-.137, 60.147(1)-(5)) |
Certificates optional; face states Oregon issuer, holder, count, class/series; class/series summary or conspicuous free-copy offer. Two bylaw/board-designated officers sign; seal optional; former-officer signature remains valid; electronic signatures recognized; no certificate-token form stated (ORS 60.001(32)-(33), 60.161) |
Unless articles/bylaws say otherwise, board may authorize some/all classes/series without certificates; existing certificates await surrender; required written statement sent within reasonable time. Electronic documents/signatures recognized; shareholder record lists names, addresses, class/count and must be convertible to tangible writing (ORS 60.001(8),(32)-(33),(39), 60.164, 60.771(3)-(4)) |
Certificate or uncertificated statement carries class/series summary or free-copy offer. Transfer restriction's existence conspicuously noted on certificate or in uncertificated statement; omission protects person without knowledge; earlier shares unaffected absent agreement/vote (ORS 60.161(3), 60.164(2), 60.167(1)-(2)) |
Preincorporation subscriptions, rights/options/warrants/equity awards, preemptive rights, reacquisitions, and defective-action/putative-share ratification use separate statutes. Corporate authority does not resolve securities, tax, accounting, valuation, fiduciary, contract, financing, ownership, or remedy issues (ORS 60.144, 60.157, 60.174-.177, 60.270-.291) |
| Pennsylvania verified 2026-09-04 | Pennsylvania Business Corporation Law of 1988, principally 15 Pa.C.S. §§ 1508, 1521-1525, 1527-1530; ordinary domestic private business corporation; direct original share issuance and evidence only; subscriptions, options, stock dividends and splits, secondary transfers, preemptive rights, and regulated corporations are boundaries |
Articles state the issuable number and may divide shares into classes and series with stated rights (§ 1521(a)). Article-authorized board may set or change class/series number and terms within the authorized/outstanding bounds, but its statement must become effective before issuance (§ 1522). No default preemptive offer (§ 1530); actual availability remains a capitalization-record question |
Board sets price unless bylaws restrict it and may authorize one or more directors or officers to fix recipients, number, price, consideration, and other terms within board-prescribed limits, formula, method, or criteria (§ 1523). Board determines or supplies the method for noncash value (§ 1524(a)); no separate committee-only rule |
Money; obligations including a shareholder obligation; performed services whether contracted for or not; contracts for future services; issuer shares, securities, or obligations; any other tangible/intangible property or corporate benefit (§ 1524(a)). Bylaws may restrict; consideration goes to or as ordered by corporation |
Board determines or provides the method for noncash value (§ 1524(a)). All issued shares are deemed fully paid even if agreed consideration remains unpaid and generally nonassessable; subscriber's personal payment obligation survives (§ 1524(c)). Subscription agreement may limit rights before full payment and must be conspicuously disclosed (§ 1524(d)); only pre-October 1989 partly-paid shares retain calls (§ 1524(e)) |
No fixed-percentage large-issuance vote in §§ 1521-1525. Shareholder-adopted bylaws may impose class/series votes or other corporate-power restrictions (§ 1521(c)); a preemptive-rights option plan requires a majority of votes cast by holders entitled to those rights (§ 1525(e)); articles and bylaws may otherwise restrict the board routes |
Certificates or uncertificated shares permitted; holder ordinarily entitled to certificate unless articles authorize uncertificated form or subscription remains unperformed (§ 1528(a)-(b)). Certificate states Pennsylvania incorporation, owner, number, class, and series; corporation determines execution, facsimile or otherwise; no named-officer, seal, or token mandate; bearer form prohibited (§ 1528(c),(e),(g)) |
Articles may make any or all classes/series uncertificated; existing certificate must first be surrendered. Within a reasonable time after issue/transfer, corporation sends registered owner written certificate-information notice; rights otherwise match (§ 1528(f)). Corporation must keep a complete, accurate share register (§ 1508(a)); no separate token or enumerated electronic-ledger system |
Multiclass/series certificate or uncertificated notice gives full/summary rights or free-copy reference (§ 1528(d),(f)). Subscription-right limits and transfer restrictions need conspicuous certificate/notice disclosure; omission makes them ineffective except against actual knowledge (§§ 1524(d), 1529(f)). Restrictions may come from bylaws or agreement, subject to earlier-security rules (§ 1529(b)) |
Subscription balance and interim-right limits remain contractual despite fully-paid status (§ 1524(c)-(d)); options, conversion rights, and warrants use § 1525; preemptive rights default off under § 1530. Defective issuance/ratification, securities registration and antifraud, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues are outside this corporate-authorization answer |
| Rhode Island verified 2026-09-04 | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2; ordinary domestic for-profit corporation; direct original issuance under §§ 7-1.2-601 to -613, distinct from subscriptions, rights/options, distributions, reacquisitions, transfers, and corrective or other transaction proceedings |
Corporation may issue article-authorized share count; articles or authorized board resolution set class/series terms, with pre-issue certificate filing. Reacquired shares may be held; board cancellation and filing restore authorized-unissued status unless articles prohibit reissue. Pre-7/1/2005 corporations generally have default preemptive rights; later corporations need articles opt-in (§§ 7-1.2-601, -602, -613) |
Board authorizes issuance and adequacy; articles may give shareholders par/no-par consideration decisions. Majority-full-board resolution may empower a director committee; issuance is not excluded from committee authority. No general officer issuance delegation stated (§§ 7-1.2-604(a)-(d), -808) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities; par-value shares need value at least par, while board/shareholders set no-par consideration (§ 7-1.2-604(a)-(c)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Receipt makes shares fully paid/nonassessable; future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for failure. No certificate before full payment; holder/subscriber owes unpaid consideration (§§ 7-1.2-604(d)-(f), -608(d), -612(a)) |
No general 20%-noncash or similar vote trigger in complete Part 6. Articles may assign the § 7-1.2-604(a)-(b) consideration decision to shareholders; class/series terms, preemptive rights, and another transaction statute may independently require approval |
Board determines certificate use, but certificated holder and requesting uncertificated holder are entitled to one; face states Rhode Island organization, owner, number/class/series, and par if any; bylaws-designated officer(s), or default 2-office pairing, sign; facsimiles and seal/facsimile allowed; former signer remains effective; no token form stated (§ 7-1.2-608(a)-(d)) |
Board determines certificate use; uncertificated holder may request certificate. Written notice within reasonable time after issue/transfer carries § 7-1.2-608(b)-(c) and § 609(b) information. Shareholder record lists names, addresses, number/class at permitted locations; records may be written or reasonably convertible to writing (§§ 7-1.2-608(a),(e)-(f), -1502(a)) |
Certificate or uncertificated notice gives class/series rights or free-copy offer and par value if any. Authorized transfer restriction must be conspicuously noted on certificate or stated through the statutory uncertificated route; omission defeats enforcement against person without knowledge (§§ 7-1.2-608(b)-(e), -609(b)-(c)) |
Subscriptions follow § 7-1.2-603; rights/options follow § 7-1.2-606; split-date preemptive rights follow § 7-1.2-613. Defective-issuance correction and corporate authorization do not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| South Carolina verified 2026-09-04 | South Carolina Business Corporation Act of 1988, S.C. Code tit. 33, chs. 1-20; ordinary domestic for-profit corporation. Direct original issuance under §§ 33-6-101 to -280; subscriptions, options, dividends, reacquisitions, secondary transfers, and corrective proceedings remain separate (§§ 33-1-400(3)-(4), 33-6-101 to -280) |
Articles prescribe authorized class counts/designations/terms; if articles permit, board may set pre-issuance class/series terms by filed amendment without holder action. Issued shares remain outstanding until reacquired/redeemed/converted/canceled; reacquired shares generally authorized/unissued. Preemptive rights default on unless articles opt out, with statutory exceptions (§§ 33-6-101 to -103, -300 to -310) |
Board authorizes issuance and makes adequacy finding; articles may reserve § 33-6-210 powers to shareholders. Committee or senior executive officer may authorize/approve issuance, sale, sale contract, or class/series terms only within limits specifically prescribed by board (§§ 33-6-210(a)-(c), 33-8-250(d)-(e)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, written future-service contracts, and other corporate securities. No secured-note prerequisite stated; future-service/benefit and note shares trigger escrow (§ 33-6-210(b),(e)) |
Board pre-issuance adequacy finding conclusive for adequacy's effect on valid issue/fully-paid/nonassessable status. Full payment/nonassessability on receipt. Private corporation must escrow note/future-service/benefit shares and share dividends; escrow or credit distributions; may cancel/reclaim on failure. Purchaser owes consideration (§§ 33-6-210(c)-(f), -220(a)) |
Articles may reserve issuance powers to shareholders. No fixed-percentage vote for ordinary large/noncash issuance stated. Public-company, shareholder-approved-plan escrow exception and share-dividend cross-class vote are outside private direct issuance; governing documents/other statutes may require approval (§§ 33-6-210(a),(f), -230(b)) |
Certificates optional; face states South Carolina issuer, holder, count, class/series; class/series summary or conspicuous free-copy offer. Two bylaw/board-designated officers sign manually/facsimile; seal optional; former-officer signatures remain valid; no certificate-token form stated (§ 33-6-250) |
Unless articles/bylaws say otherwise, board may authorize some/all classes/series without certificates only to extent UCC Article 8 authorizes. Existing certificates await surrender; required written statement sent within reasonable time. Shareholder record lists names, addresses, class/count and may be in form convertible to writing (§§ 33-6-260, 33-16-101(c)-(d)) |
Certificate or uncertificated statement carries class/series summary or free-copy offer. Transfer restriction's existence conspicuously noted on certificate or in uncertificated statement; omission protects person without knowledge; earlier shares unaffected absent agreement/vote (§§ 33-6-250(c), -260(B), -270(a)-(b)) |
Preincorporation subscriptions, rights/options/warrants, preemptive rights, and reacquisitions use separate statutes; Chapter 6 states no ordinary defective-issuance ratification procedure. Corporate authorization does not resolve UCC ownership/priority, securities, tax, accounting, valuation, fiduciary, contract, financing, or remedy issues (§§ 33-6-200, -240, -300 to -310) |
| South Dakota verified 2026-09-04 | South Dakota Business Corporation Act, SDCL ch. 47-1A; ordinary domestic for-profit corporation; direct original issuance under §§ 47-1A-601 to -631, distinct from subscriptions, rights/options/warrants, share dividends, reacquisitions, transfers, and corrective or other transaction proceedings |
Articles set authorized class/series counts and terms; authorized board may classify/reclassify unissued shares. Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled; reacquired shares become authorized-unissued unless articles prohibit reissue. Shareholders have default preemptive rights unless articles limit/deny them (§§ 47-1A-601 to -603, -630 to -631) |
Board authorizes issuance and determines adequacy; articles may reserve § 47-1A-621 powers to shareholders. Empowered committee may exercise board power and issuance is not excluded, but committee cannot approve a shareholder-required action. Qualifying shareholder agreement may transfer corporate power; no general officer issuance delegation stated (§§ 47-1A-621, -732(6), -825.1) |
Only money, labor done, or money/property tangible or intangible actually received. Future services are not labor done; promissory notes, future-service contracts, and securities are not separately named and remain subject to actual receipt (§ 47-1A-621) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Actual receipt of authorized consideration makes shares fully paid/nonassessable; no escrow, distribution-credit, partly-paid, call, or cancellation system stated. Purchaser remains obliged to pay authorized consideration (§§ 47-1A-621, -622) |
Noncash/cash-equivalent issuance of shares, convertibles, or rights exceeding 20% of prior voting power in one or contingent integrated transactions needs shareholder approval at meeting with majority quorum; votes for must exceed votes against absent greater rule (§§ 47-1A-621.1, -725) |
Certificates optional; face states South Dakota issuer, owner, share count/class/series; class terms or free-copy offer; 2 bylaw/board-designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no token form stated (§§ 47-1A-625 to -625.2) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, count, and class alphabetically by class; records may be written or reasonably convertible to writing (§§ 47-1A-626, -1601) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against person without knowledge. Qualifying shareholder agreement needs conspicuous certificate/statement notice and can give unknowing purchaser rescission (§§ 47-1A-625.1, -626, -627 to -627.1, -732.2) |
Preincorporation subscriptions follow § 47-1A-620; rights/options/warrants follow § 47-1A-624; default preemptive rights follow § 47-1A-630. Defective-issuance correction and corporate authorization do not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Tennessee verified 2026-09-04 | Tennessee Business Corporation Act, Tenn. Code Ann. §§ 48-16-101 to -103, 48-16-201 to -209, 48-16-301, 48-26-101; ordinary domestic corporation; direct original issuance and evidence/ownership record only; subscriptions, options, dividends, reacquisitions, transfers, and disputes are boundaries |
Charter prescribes authorized class counts, designations, and rights (§ 48-16-101). Charter may let board set class/series terms before issuance, followed by filed articles effective without shareholder action (§ 48-16-102). Corporation may issue charter-authorized shares; issued shares remain outstanding until reacquired, redeemed, converted, or cancelled (§ 48-16-103). No status-based preemptive right; charter opt-in or separate shareholder contract required (§ 48-16-301) |
Board authorizes shares/consideration and makes pre-issuance adequacy finding; charter may reserve § 48-16-202 powers to shareholders (§ 48-16-202(a)-(c)). Direct-issuance section states no committee, officer, person, duration, or numerical delegation; § 48-16-205 has separate bounded officer delegation for options/equity awards |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, future-service or other-benefit contracts, other benefits to be received, or other corporate securities (§ 48-16-202(b)); par-value recital alone creates no minimum consideration (§ 48-16-101(c)(5)) |
Board must determine before issuance that received/promised consideration is adequate; acceptance decision itself is deemed adequacy finding and finding is conclusive for validity/full payment/nonassessability. Receipt makes shares fully paid/nonassessable; a note/contract is deemed received on issue/entry. Escrow/transfer limits and distribution credits may persist until payment/performance/benefit, with cancellation on failure (§ 48-16-202(c)-(e)); purchaser owes authorized consideration (§ 48-16-203(a)) |
Charter may reserve issuance power to shareholders (§ 48-16-202(a)). Board-set class/series terms require filed articles effective without shareholder action (§ 48-16-102(d)). No separate percentage, large-noncash, related-party, control, or below-value shareholder-vote trigger appears in direct-issuance § 48-16-202; options/preemptive-right votes remain separate (§§ 48-16-205, -301) |
Certificates optional; face states issuer, Tennessee organization, owner, number, class, and series; class/series rights summarized or free-copy notice supplied. Exactly 2 bylaw/board-designated officers sign manually or by facsimile; seal optional; former-officer signature remains valid (§ 48-16-206). No token form or full-payment-before-certificate rule stated |
Unless charter/bylaws say otherwise, board may authorize uncertificated shares; existing certificates remain until surrender. Ordinarily send written certificate/restriction information within reasonable time; no-statement exception for unrestricted shares of federal § 13 reporting issuer (§ 48-16-207). Shareholder record lists names/addresses alphabetically by class/series and count/class/series; records may be written or reasonably convertible (§ 48-26-101(c)-(d)) |
Certificate summarizes class/series terms or conspicuously offers them free on written request (§ 48-16-206(c)). Transfer restriction's existence must be conspicuous on certificate or included in uncertificated statement; omission makes it unenforceable against a person without knowledge (§ 48-16-208(b)) |
Preincorporation subscriptions and post-incorporation written contracts use § 48-16-201; rights/options/warrants and bounded officer delegation use § 48-16-205. Preemptive regime includes convertibles/subscription-acquisition rights and does not limit contractual priority rights (§ 48-16-301). Ratification, securities, tax, accounting, fiduciary, valuation, capitalization, financing, contract, and remedies remain outside this direct-issuance answer |
| Texas verified 2026-09-04 | Texas Business Organizations Code Chapters 3 and 21; ordinary domestic for-profit corporation; direct original issuance under §§ 21.151-.162 plus certificate/uncertificated evidence and records under §§ 3.151, 3.201-.205; subscriptions, options, share dividends, treasury dispositions, mergers, conversions, transfers, and corrective proceedings are boundaries |
Corporation may issue only certificate-authorized number (§ 21.151); certificate states class/series designations, preferences, limits, and rights, with identical same-class/same-series terms (§§ 21.152-.153). Certificate may let board establish unissued series before filing the required statement (§§ 21.155-.156). Canceled shares return to authorized-unissued status; treasury shares remain uncanceled (§ 21.002). Preemptive rights use separate §§ 21.202-.208 |
Board authorizes number, time, and consideration (§ 21.157(a)). It may delegate transactions to a person or committee if authorization states maximum shares, issuance period, and minimum consideration, and bars self-issuance (§ 21.157(d)-(g)). Certificate may reserve no-par consideration to shareholders (§ 21.160(b)); merger/conversion plans use separate authority |
Tangible/intangible benefit, cash, promissory note, services performed or contract for future services, corporation/other-organization security, or any other property (§ 21.159). Par-value consideration cannot be below par (§ 21.161(a)); no general original-issuance exclusion for purchaser notes or future services |
Shares cannot issue until authorized consideration is paid/delivered; then recipient is shareholder and shares are issued, fully paid, nonassessable (§ 21.157(b)). Future-service/benefit contracts or notes may support already fully-paid shares held in escrow or transfer-restricted; distributions may credit price and nonperformance permits contractual/legal remedies including return, forfeiture, or reacquisition (§ 21.157(c)). Absent fraud, approving actor's value/sufficiency judgment is conclusive (§ 21.162) |
No general 20%-noncash or similar vote trigger appears in §§ 21.151-.162. Shareholders determine consideration only for no-par shares when the certificate reserves that right (§ 21.160(b)); certificate/class/series terms and other transaction statutes may require approval. Delegated issuer cannot issue shares to itself (§ 21.157(d)(2)) |
For-profit corporation interests default certificated unless governing document or governing-authority resolution makes some/all uncertificated (§ 3.201(b)). Certificate states Texas organization, owner, number, class/series, and par/no-par status; seal optional and bearer form barred (§ 3.202). It bears signatures of every managerial official the governing documents authorize; former-official signature remains effective; corporation must deliver the certificate (§§ 3.203-.204). No token form |
Governing document or board resolution may make some/all shares uncertificated; both forms may coexist, and existing certificate changes only on surrender (§ 3.201(b)). After issuance, owner receives required certificate information in writing or electronic transmission unless governing documents contain it and owner receives a copy; rights match certificated class/series (§ 3.205). Current share-transfer record covers record names, addresses, share numbers, all issuances/transfers and may use convertible electronic storage (§§ 21.002(10-a), 3.151) |
Certificate conspicuously states class/series terms or free-copy reference and any transfer restriction or specified document route (§ 3.202(b),(d)-(e)). Reasonable transfer restriction is specifically enforceable when conspicuously noted on certificate or uncertificated notice; absent notation it is ineffective against transferee for value without actual knowledge and later transferees (§ 21.213) |
Written preformation subscription may be irrevocable for its stated period/default six months; postformation subscription is contract (§ 21.165). Options, convertibles, share dividends, treasury dispositions, merger/conversion issuances, preemptive rights, defective issuance and ratification use adjacent rules. Corporate authorization does not decide securities registration/exemption/antifraud, beneficial ownership, tax, accounting, fiduciary, dilution, financing, contract, investor-right, valuation, or remedy questions |
| Utah verified 2026-10-02 | Utah Revised Business Corporation Act; ordinary domestic for-profit corporation; original issuance under §§ 16-10a-601 to -622, distinct from subscriptions, options, share dividends, reacquisitions, and transfers (§§ 16-10a-101 to -102, -620 to -631) |
Articles fix class counts and class terms; authorized board may set or change wholly unissued class/series terms and file amendment before issue. Reacquired shares become authorized but unissued unless articles bar reissue. Preemptive rights require articles opt-in, subject to a pre-1992 legacy rule (§§ 16-10a-601 to -603, -630 to -631) |
Board authorizes and finds adequacy; articles may reserve § 16-10a-621 powers to shareholders. Board may authorize a committee or officer to approve issuance, sale, or sale contracts within specifically prescribed limits (§ 16-10a-621(1),(3),(6)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, written contracts/arrangements for future services, or other corporate securities (§ 16-10a-621(2)) |
Board must find received/to-be-received consideration adequate before issue; finding is conclusive for validity/full payment/nonassessability. Full payment occurs on receipt; note/future-service/benefit shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance. Purchaser owes authorized consideration (§§ 16-10a-621(3)-(5), -622(1)) |
No fixed large-, noncash-, related-party-, or control-issuance vote in § 16-10a-621; articles may reserve issuance powers to shareholders. Class/series terms and governing documents may add approval; share dividends use a separate cross-class vote rule (§§ 16-10a-601 to -602, -621(1), -623) |
Certificates optional; face states Utah issuer, registered owner, share count/class/series; class terms or free-copy offer; two designated officers sign. Seal optional; facsimiles require independent transfer-agent countersignature or registrar registration; former-officer signature remains effective; no certificate-token form (§ 16-10a-625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, number and class/series by voting group and may be written or convertible to writing (§§ 16-10a-626, -1601(3)-(4)) |
Certificate or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted or included; omission defeats enforcement against a person without knowledge. Earlier shares require agreement, favorable vote, or consent (§§ 16-10a-625(3), -626(2), -627) |
Subscriptions follow § 16-10a-620; options/rights follow § 16-10a-624; Chapter 10a states no special defective-share ratification procedure. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Vermont verified 2026-09-04 | Vermont Business Corporation Act; ordinary domestic private corporation's direct original issuance. Subscriptions, options, share dividends, reacquisitions, and transfers are separate (§§ 1.01, 6.20-.24, 6.31) |
Articles prescribe classes and authorized count; articles may let board set class/series terms before issuance, followed by articles of amendment. Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled; reacquired shares generally become authorized-unissued. Preemptive rights require an articles election (§§ 6.01-.03, 6.30-.31) |
Board authorizes; articles may reserve § 6.21 powers to shareholders. Committee or senior executive officer may authorize/sell/contract or set class terms only within limits specifically prescribed by board (§§ 6.21(a), 8.25(e)(8)) |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, contracts for services, or other corporate securities; escrow rule expressly covers future services or benefits (§ 6.21(b), (e)) |
Board must determine adequacy before issue; determination is conclusive for validity/full-payment/nonassessability. Corporation must receive authorized consideration and no share may issue before full payment; future-performance shares may be escrowed/restricted and cancelled (§ 6.21(c)-(e)) |
No general large-issuance or 20% shareholder vote stated in § 6.21; articles may reserve the issuance power to shareholders and governing documents or another transaction rule may independently require approval (§ 6.21(a)) |
Certificates optional; face states Vermont issuer, owner, share count/class/series, and front/back notes transfer restrictions. Class/series terms or free-copy offer required; 2 designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no token form stated (§ 6.25) |
Unless articles/bylaws require certificates, board may authorize uncertificated shares; existing certificates await surrender. Written statement follows issue/transfer within reasonable time and recurs at least annually. Shareholder record lists names, addresses, number/class alphabetically by class; records may be written/electronic or convertible to writing (§§ 6.26, 16.01(c)-(d)) |
Certificate summarizes class/series terms or offers free copy and notes any transfer restriction; uncertificated statement carries both. Authorized restriction is unenforceable against a person without knowledge if not noted/contained (§§ 6.25(b)-(c), 6.26(b), 6.27(a)-(b)) |
Preincorporation subscriptions follow § 6.20; rights/options/warrants follow § 6.24; preemptive rights follow § 6.30. Corporate authorization does not resolve defective-issuance ratification, securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Virginia verified 2026-09-04 | Virginia Stock Corporation Act, principally Va. Code §§ 13.1-638 to -651, 13.1-689, and 13.1-770; ordinary domestic stock corporation; direct original issuance and evidence only; subscriptions, rights/options/warrants, share dividends, reacquired shares, transfers, public corporations, and corrective proceedings are boundaries |
Articles prescribe authorized classes/series, numbers, and terms (§ 13.1-638). Article-authorized board classifies/reclassifies unissued shares; authorized committee/officers may set terms, but Commission certificate of amendment must be effective before issue (§ 13.1-639). Issued shares remain outstanding until stated later events (§ 13.1-640). Corporations through 2005 default to preemptive rights; later corporations default off (§ 13.1-651); actual availability remains capitalization-record question |
Board, board-authorized committee, or board-authorized officers approve issuance and adequacy; articles may reserve board powers to shareholders (§ 13.1-643(A)-(D)). Board may limit officer authority over issuance/sale and class/series terms; resolution may authorize multiple transactions and number/timing methods (§ 13.1-643(D)-(E)). Committee acts within board limits and may consist only of officers for issuance (§ 13.1-689(D)(7),(F)) |
Any tangible/intangible property or benefit to corporation, including cash, promissory notes, performed services, future-service contracts, or corporation's other securities (§ 13.1-643(B)); broad benefit category may cover other consideration without this survey deciding value or classification |
Before issue, board/authorized committee/officers determine received/to-be-received consideration adequate; determination conclusive for adequacy as related to validity, full payment, and nonassessability. Determination plus corporate receipt makes shares fully paid (§ 13.1-643(C)). Future services/benefits or note: optional escrow/transfer restriction, distribution credits, and whole/partial cancellation (§ 13.1-643(F)). Good-faith no-substantial-evidence finding conclusively presumes uncertain outstanding shares fully paid/nonassessable (§ 13.1-643(G)) |
No fixed-percentage vote merely for an ordinary large/noncash issuance in §§ 13.1-638 to -651. Articles may reserve § 13.1-643 powers to shareholders. Separate cross-class share-dividend and preemptive-right rules remain adjacent (§§ 13.1-645, -651); articles may give a class/series assent right for specified transactions (§ 13.1-638(C)(5)) |
Certificates optional; holder rights identical (§ 13.1-647(A)). Certificate states corporation/Virginia organization, owner, number, class, series; two bylaw/board-designated officers sign and may be same person; facsimiles default permitted; former-officer signature remains valid (§ 13.1-647(B),(D)-(E)). Section states no seal or token requirement |
Unless articles/bylaws provide otherwise, board may authorize some/all classes or series without certificates; existing certificate must be surrendered. Within reasonable time after issue/transfer, corporation delivers certificate/class/restriction information (§ 13.1-648). Current shareholder record alphabetized by class/series shows address and number/class/series; electronic record or paper-convertible form permitted (§ 13.1-770(C)-(D)); no token architecture |
Certificate summarizes class/series terms, holder variations, and board future-series authority or offers information free on written request (§ 13.1-647(C)); uncertificated statement carries same (§ 13.1-648(B)). Authorized restriction conspicuously on certificate/statement binds holder/transferee; omission protects person without knowledge (§ 13.1-649(B)) |
Preincorporation subscription defaults to six months' irrevocability and board-set payment terms; later subscription is § 13.1-643 contract (§ 13.1-642). Board/authorized committee/officers set rights/options/warrants under § 13.1-646; preemptive rights use § 13.1-651. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| Washington verified 2026-09-04 | Washington Business Corporation Act, principally RCW 23B.06.010-.300, 23B.08.250, and 23B.16.010; ordinary domestic private corporation; direct original issuance and evidence only; subscriptions, rights/options/warrants, share dividends, reacquired shares, transfers, public corporations, and corrective proceedings are boundaries |
Articles prescribe authorized classes/numbers and rights (RCW 23B.06.010); article-authorized board may set class/series terms and number before issue, with pre-issue articles of amendment (RCW 23B.06.020). Issued shares remain outstanding until stated later events (RCW 23B.06.030). Pre-2020 corporations default to preemptive rights; later corporations default off unless articles opt in (RCW 23B.06.300); actual availability remains capitalization-record question |
Board approves issuance and determines consideration/adequacy; articles may reserve § 23B.06.210 powers to shareholders. Properly empowered director committee may exercise board authority and issuance is not excluded (RCW 23B.08.250(1),(4)). No general noncommittee officer delegation for direct issuance; officer delegation in § 23B.06.240(3) is limited to rights/options/warrants/equity awards |
Any tangible/intangible property or benefit to corporation, including cash, promissory notes, performed services, future-service contracts, or corporation's other securities (RCW 23B.06.210(2)); broad benefit category may cover other consideration without this survey deciding value or classification |
Good-faith board received/to-be-received adequacy finding conclusive as related to validity, full payment, nonassessability; finding plus corporate receipt makes shares fully paid/nonassessable (RCW 23B.06.210(3)). Future services/benefits or note: optional escrow/transfer restriction, distribution credits, and whole/partial cancellation (subsection (4)). Good-faith no-substantial-evidence finding conclusively presumes uncertain outstanding shares fully paid/nonassessable (subsection (5)); purchaser owes approved consideration (§ 23B.06.220) |
No fixed-percentage vote merely for ordinary large/noncash direct issuance in RCW 23B.06.010-.300. Articles may reserve issuance powers to shareholders (RCW 23B.06.210(1)). Separate cross-class share-dividend and preemptive-right rules remain adjacent (RCW 23B.06.230, .300); articles and qualifying shareholder agreements may otherwise alter authority |
Certificates optional; holder rights identical (RCW 23B.06.250(1)). Certificate states corporation/Washington organization, owner, number, class, series; two bylaw/board-designated officers execute; seal optional; former-officer signature remains valid (subsections (2),(4)-(5)); no token form stated |
Unless articles/bylaws provide otherwise, board may approve some/all classes or series without certificates; existing certificate must be surrendered. Within reasonable time after issue/transfer, corporation delivers certificate/class/restriction information (RCW 23B.06.260). Current shareholder record supports alphabetical name/mailing-address list by class with number/class; records must be paper-convertible within reasonable time (RCW 23B.16.010(3)-(4)); no token architecture |
Certificate summarizes class/series terms and future-series authority or offers information free on written request (RCW 23B.06.250(3)); uncertificated statement carries same (RCW 23B.06.260(2)). Authorized restriction conspicuously on certificate/statement binds holder/transferee; omission protects person without knowledge (RCW 23B.06.270(2)) |
Written preincorporation subscription defaults to six months' irrevocability and board-set payment terms; later subscription is § 23B.06.210 contract (RCW 23B.06.200). Board sets rights/options/warrants; bounded officer award delegation under § 23B.06.240(3); preemptive rights use § 23B.06.300. Defective issuance/ratification, securities registration/antifraud, beneficial ownership, tax, accounting, valuation, fiduciary, dilution, financing, contract, investor-right, and remedy issues remain outside this corporate-authorization answer |
| West Virginia verified 2026-09-04 | West Virginia Business Corporation Act, W. Va. Code ch. 31D; ordinary domestic for-profit corporation; direct original issuance under §§ 31D-6-601 to -631, distinct from subscriptions, options, share dividends, reacquisitions, transfers, and other transaction statutes |
Articles prescribe authorized classes/counts and class terms; authorized board may set class/series terms and file them before issue. Issued shares remain outstanding until reacquired, redeemed, converted, or canceled; reacquired shares become authorized-unissued unless articles prohibit reissue. Preemptive rights require articles opt-in (§§ 31D-6-601 to -603, -630 to -631) |
Board authorizes and determines adequacy; articles may reserve § 31D-6-621 powers to shareholders. Board may let a committee or senior executive authorize issuance or set class/series terms within specifically prescribed limits. A qualifying unanimous shareholder agreement may transfer corporate power (§§ 31D-6-621(a),(c), -7-732, -8-825(e)(8)) |
Any tangible/intangible property or corporate benefit, including cash, promissory notes, performed services, future-service contracts, or other corporate securities (§ 31D-6-621(b)) |
Board must find received/to-be-received consideration adequate; finding is conclusive for validity/full payment/nonassessability. Full payment follows receipt. Future-service/benefit and note shares may be escrowed or transfer-restricted, distributions credited, and shares/credits canceled for nonperformance or nonpayment (§ 31D-6-621(c)-(e)) |
Meeting approval required when noncash shares/convertibles/rights in one transaction or contingent integrated series exceed 20% of pretransaction voting power; majority-entitled-vote quorum and votes cast for must exceed votes against unless a greater rule applies (§§ 31D-6-621(f)-(g), -7-725) |
Certificates optional; face states West Virginia issuer, owner, share count/class/series; class terms or free-copy offer; two bylaw/board-designated officers sign manually or by facsimile; seal optional and former-officer signature remains valid; no certificate-token form stated (§ 31D-6-625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement within reasonable time carries certificate/restriction information. Shareholder record lists names, addresses, count, and class alphabetically by class; records may use a form convertible to writing (§§ 31D-6-626, -16-1601(c)-(d)) |
Certificate or uncertificated statement summarizes class/series rights or offers a free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person without knowledge. A qualifying shareholder agreement requires conspicuous notice and can give an unknowing purchaser rescission (§§ 31D-6-625(c), -626(b), -627, -7-732(c)) |
Preincorporation subscriptions follow § 31D-6-620; rights/options/warrants follow § 31D-6-624; preemptive rights follow § 31D-6-630. Corporate authorization does not resolve securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
| Wisconsin verified 2026-09-04 | Wisconsin Business Corporation Law, Wis. Stat. §§ 180.0601-.0603, 180.0620-.0630, 180.1601; ordinary domestic corporation; direct original issuance and evidence/ownership record only; subscriptions, options, dividends, reacquisitions, transfers, legacy preemptive rights, and disputes are boundaries |
Articles prescribe authorized class/series counts, designations, and rights (§ 180.0601). Articles may let board set terms before issuance; filed amendment then effective without shareholder action (§ 180.0602). Corporation may issue article-authorized shares; issued shares remain outstanding until reacquired, redeemed, converted, or canceled (§ 180.0603). Modern preemptive right requires articles opt-in; preexisting class routed to § 180.1705 (§ 180.0630(2),(7)) |
Board authorizes shares/consideration and makes pre-issuance adequacy finding; articles may reserve §§ 180.0621(2)-(5) powers to shareholders (§ 180.0621(1)-(3)). Issuance section states no issuance-specific committee, officer, person, duration, or numerical delegation |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, contracts for future services, or other corporate securities (§ 180.0621(2)) |
Board must determine before issuance that received/promised consideration is adequate; finding conclusive for validity/full payment/nonassessability. Actual receipt makes shares fully paid/nonassessable. Future-service/benefit contracts and notes may support escrow/transfer limits and distribution credits until performance/payment/receipt, with cancellation on failure (§ 180.0621(3)-(5)); purchaser owes authorized consideration (§ 180.0622(1)) |
Articles may reserve issuance powers to shareholders (§ 180.0621(1)). Board-set class/series terms require filed articles effective without shareholder action (§ 180.0602(2)). No separate percentage, large-noncash, related-party, control, or below-value shareholder-vote trigger appears in direct-issuance § 180.0621 |
If certificated: face states issuer, Wisconsin organization, owner, number, class, and series; class/series terms summarized or free-copy notice supplied. Officer or officers designated by bylaws/board sign manually or by facsimile; former-officer signature remains valid (§ 180.0625). Section states no fixed signer count, seal requirement, or token form |
Unless articles/bylaws say otherwise, board may authorize uncertificated shares; existing certificates remain until surrender. Within reasonable time after issue/transfer, send written certificate and restriction information; rights/obligations ordinarily identical (§ 180.0626). Shareholder record permits list of names/addresses by class/series and each count/class/series; written or reasonably convertible form (§ 180.1601(3)-(4)) |
Certificate summarizes class/series terms or conspicuously offers them free in writing (§ 180.0625(2)). Transfer restriction's existence must be conspicuous on certificate or included in uncertificated statement; omission makes it unenforceable against person without knowledge (§ 180.0627(3)) |
Subscriptions use § 180.0620; rights/options/warrants use § 180.0624. Modern preemptive regime includes convertibles/subscription-acquisition rights and excludes nonmoney/non-payment-obligation sales; preexisting class uses § 180.1705 (§§ 180.0627(1)(a), 180.0630). Ratification, securities, tax, accounting, fiduciary, valuation, capitalization, financing, contract, and remedies outside direct issuance |
| Wyoming verified 2026-09-04 | Wyoming Business Corporation Act; ordinary domestic private corporation's direct original issuance. Subscriptions, options, share dividends, reacquisitions, and transfers are separate (§§ 17-16-101, -620 to -624, -631) |
Articles state classes/series and authorized count, which may be unlimited; if articles permit, board may classify/reclassify unissued shares and set terms before issue, then file amendment. Issued shares remain outstanding until reacquired, redeemed, converted, or cancelled; reacquired shares generally become authorized-unissued. Preemptive rights are articles-only (§§ 17-16-601 to -603, -630 to -631) |
Board authorizes; articles may reserve § 17-16-621 powers to shareholders. Committee may exercise board authority to extent specified by board/articles/bylaws; no direct officer/person delegation stated for ordinary issuance (§§ 17-16-621(a), -825(d)-(e)) |
Any tangible or intangible property or corporate benefit, including cash, promissory notes, performed services, contracts for future services, or other corporate securities (§ 17-16-621(b)) |
Board determines adequacy before issue; finding is conclusive for validity/full-payment/nonassessability. Shares become fully paid/nonassessable on corporate receipt; future-performance shares may be escrowed/restricted, distributions credited, and shares cancelled (§ 17-16-621(c)-(e)) |
Shareholder approval at quorate meeting if noncash/non-cash-equivalent shares, convertibles, or rights in integrated transaction exceed 20% of pretransaction voting power; voting power uses greater of issued or fully converted/exercised power, and transactions integrate when one consummation depends on another (§ 17-16-621(f)) |
Certificates optional; face states Wyoming issuer, named owner or token data address, count/class/series; terms or free-copy offer. Paper certificate: 2 designated officers, manual/facsimile, seal optional, former-officer valid, bearer form barred. Articles/bylaws may authorize blockchain or secure-database token sent by 2 officer network signatures (§§ 17-16-605, -625) |
Unless articles/bylaws say otherwise, board may make classes/series uncertificated; existing certificates await surrender. Written statement follows issue/transfer within reasonable time. Ledger may identify holder by name/data address and sort alphabetically/numerically by class; it records count/class plus physical address or electronic-receipt means. Distributed/electronic system allowed if convertible to writing (§§ 17-16-626, -1601(c)-(d)) |
Certificate/token or uncertificated statement summarizes class/series rights or offers free copy. Authorized transfer restriction must be conspicuously noted/contained; omission defeats enforcement against a person without knowledge (§§ 17-16-625(b)-(c), -626(b), -627(a)-(b)) |
Preincorporation subscriptions follow § 17-16-620; rights/options/warrants follow § 17-16-624; preemptive rights follow § 17-16-630. Corporate authorization does not resolve corrective proceedings, securities, ownership, tax, accounting, fiduciary, valuation, dilution, contract, financing, or remedies |
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.
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