Form with which a corporation may alter the amount of outstanding shares issued by the corporation.
Buyback Of Shares Resolution Format In Arizona
State:
Multi-State
Control #:
US-0034-CR
Format:
Word;
Rich Text
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FAQ
Before company shares may be sold or transferred from one person to another, the company must establish a resolution to sell corporate shares. The sale of this stock must be approved by the company's board of directors. Afterwards, shares would be eligible to be sold from one person to another.
The buyback contract must be approved by a resolution of the shareholders. An ordinary resolution will normally suffice, unless the articles require a higher majority, and the company may implement the share buyback at any time after the shareholder resolution approving the buyback contract is passed.
Generally speaking, the directors of a company may currently only allot shares (or grant rights to subscribe for shares or to convert any security into shares) if they are authorised to do so by ordinary resolution of the company's members or by the articles.
Directors' power to transfer company shares When a director has no power to authorise the transfer of company shares, the members must pass a resolution to either grant such authorisation to the director or permit the transfer on that occasion.
If a company wishes to issue additional shares to a new shareholder, all existing shareholders within the company must pass a special board resolution to that effect.
Some examples of matters and decisions that may require an ordinary resolution of members include: Election or re-election of directors. Appointment of an auditor. Acceptance of reports at the general meeting. Strategic or commercial decisions. Increasing or reducing number of directors.
Resolutions of the board of directors authorizing and approving a reporting company's stock repurchase program. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent.