2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 15 - Corporate Powers, Duties and Safeguards
1521 - Authorized shares.

                               SUBCHAPTER B
                       SHARES AND OTHER SECURITIES

     Sec.
     1521.  Authorized shares.
     1522.  Issuance of shares in classes or series; board action.
     1523.  Pricing and issuance of shares.
     1524.  Payment for shares.
     1525.  Stock rights and options.
     1526.  Liability of shareholders.
     1527.  Issuance of fractional shares or scrip.
     1528.  Shares represented by certificates and uncertificated
            shares.
     1529.  Transfer of securities; restrictions.
     1530.  Preemptive rights of shareholders.
     1531.  Voting powers and other rights of certain
            securityholders and other entities.
     1532.  Effect of failure to surrender securities converted by
            reorganization.

        Cross References.  Subchapter B is referred to in section
     2125 of this title.
     § 1521.  Authorized shares.
        (a)  General rule.--Every business corporation shall have
     power to create and issue the number of shares stated in its
     articles. The shares may consist of one class or be divided into
     two or more classes and one or more series within any class
     thereof, which classes or series may have full, limited,
     multiple or fractional or no voting rights and such
     designations, preferences, limitations and special rights as may
     be desired. Shares that are not entitled to a preference, even
     if identified by a class or other designation, shall not be
     designated as preference or preferred shares.
        (b)  Provisions specifically authorized.--
            (1)  Without limiting the authority contained in
        subsection (a), a corporation, when so authorized in its
        articles, may issue classes or series of shares:
                (i)  Subject to the right or obligation of the
            corporation to redeem any of the shares for the
            consideration, if any, fixed by or in the manner provided
            by the articles for the redemption thereof. Unless
            otherwise provided in the articles, any shares subject to
            redemption shall be redeemable only pro rata or by lot or
            by such other equitable method as may be selected by the
            corporation.
                (ii)  Entitling the holders thereof to cumulative,
            noncumulative or partially cumulative dividends.
                (iii)  Having preference over any other shares as to
            dividends or assets or both.
                (iv)  Convertible into shares of any other class or
            series, or into obligations of the corporation.
            (2)  Any of the terms of a class or series of shares may
        be made dependent upon:
                (i)  Facts ascertainable outside of the articles if
            the manner in which the facts will operate upon the terms
            of the class or series is set forth in the articles. Such
            facts may include, without limitation, actions or events
            within the control of or determinations made by the
            corporation or a representative of the corporation.
                (ii)  Terms incorporated by reference to an existing
            agreement between the corporation and one or more other
            parties, or to another document of independent
            significance, if the articles state that the full text of
            the agreement or other document is on file at the
            principal place of business of the corporation and state
            the address thereof. A corporation that takes advantage
            of this subparagraph shall furnish a copy of the full
            text of the agreement or other document, on request and
            without cost, to any shareholder and, unless it is a
            closely held corporation, on request and at cost, to any
            other person.
            (3)  The articles may confer upon a shareholder a
        specifically enforceable right to the declaration and payment
        of dividends, the redemption of shares or the making of any
        other form of distribution if the distribution is at the time
        of enforcement then not prohibited by section 1551(b)(2)
        (relating to limitation). Such a right shall not arise by
        implication, but only by either an express reference to this
        section or another express reference to specific
        enforceability of a distribution.
        (c)  Additional restrictions upon exercise of corporate
     powers.--Additional provisions regulating or restricting the
     exercise of corporate powers, including provisions requiring the
     votes of classes or series of shares as conditions to the
     exercise thereof, may be specified in a bylaw adopted by the
     shareholders.
        (d)  Status and rights.--Shares of a business corporation
     shall be deemed personal property. Except as otherwise provided
     by the articles or, when so permitted by subsection (c), by one
     or more bylaws adopted by the shareholders, each share shall be
     in all respects equal to every other share. See section
     1906(d)(4) (relating to special treatment of holders of shares
     of same class or series).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b)(1) and (2)(i)
     and (d).
        1990 Amendment.  Act 198 amended subsec. (b).
        Cross References.  Section 1521 is referred to in sections
     1504, 1906, 1911 of this title.