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Current as of January 01, 2024 | Updated by FindLaw Staff
1. A corporation may acquire its own shares, subject to section 10-19.1-92.
a. If a corporation acquires its own shares, then any of the acquired shares that are not pledged by the corporation as security for the future payment of some or all of the purchase price for the shares constitute authorized but unissued shares of the corporation, unless the articles provide that they may not be reissued. If the articles prohibit reissue, the number of authorized shares is reduced by the number of shares acquired.
b. If a corporation pledges acquired shares as security for future payment of all or part of the purchase price for the shares and reissues the pledged shares in its own name, then:
(1) The shares must continue to be issued and outstanding except for voting and determination of a quorum, and the shares are not considered to be present and entitled to vote at any meeting of shareholders;
(2) The corporation may not vote or exercise any other rights of a shareholder with respect to the pledged shares, but the pledgee shall have any rights, other than the right to vote, with respect to the shares which the pledgee is entitled to by contract;
(3) If the pledge is foreclosed, the corporation shall reissue and deliver the pledged shares to or at the direction of the pledgee; and
(4) Shares that are released from a pledge have the status specified in subdivision a.
2. If the number of authorized shares of a corporation is reduced by an acquisition of its shares, the corporation shall, no later than the time it makes its next annual report to shareholders or, if no report is made, no later than three months after the end of the fiscal year in which the acquisition occurs, file with the secretary of state a statement of cancellation showing the reduction in the authorized shares. The statement must contain:
a. The name of the corporation;
b. The number of acquired shares canceled, itemized by classes and series; and
c. The aggregate number of authorized shares itemized by classes and series, after giving effect to the cancellation.
Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-19.1-93. Power to acquire shares - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-19-1-93/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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