Iowa Approval of authorization of preferred stock

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Multi-State
Control #:
US-CC-3-173E
Format:
Word; 
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This sample form, a detailed Approval of Authorization of Preferred Stock document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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FAQ

Authorized shares, or authorized stock, are simply a legally allowed maximum number of shares that a company can issue to investors. The number of authorized shares is specified in the company's articles of incorporation. You can also see the number in the capital accounts section on the balance sheet.

Cumulative preferred stock includes a provision that requires the company to pay shareholders all dividends, including those that were omitted in the past, before the common shareholders are able to receive their dividend payments. These dividend payments are guaranteed but not always paid out when they are due.

Board approval, either by written consent or at a board meeting (for more about the differences between board consents and board meetings, please see our article), is required for every issuance of a security, whether that security is common stock, preferred stock, a warrant, an option or a note that is convertible ...

There is no minimum number of shares that must be authorized in the articles of incorporation. One or more shares may be authorized. However, the corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.

A blank check company stock is a publicly-listed stock of a developmental-stage company with no established business plan or operations. These companies are often formed with the intent of either purchasing or merging with a private company.

Preferred stock is listed first in the shareholders' equity section of the balance sheet, because its owners receive dividends before the owners of common stock, and have preference during liquidation.

Stockholder approval is initially required to authorize a class of blank check preferreds, but the board thereafter has broad discretion to fix the terms of the issue. The preferred shares could be given special voting rights or be convertible to common stock, which is useful in a hostile takeover bid defense.

Blank check preferred stock facilitates the ability of the company to adopt a "white squire" defense when faced with a hostile bid, which involves sale to a friendly party (i.e., a party that is interested in making an investment in, but presumably is not seeking to gain control of, the target) of a block of the ...

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Iowa Approval of authorization of preferred stock