Sec. 3. (a) A corporation may acquire its own shares pursuant to an adopted resolution that is submitted to and approved by the director prior to such acquisition of shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.
(b) If the board resolution or articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c) Articles of amendment for purposes of subsections (b) and (f):
(1) may be adopted by the board of directors without shareholder action;
(2) shall be delivered to the director of the department for approval or disapproval; and
(3) if approved by the director of the department, shall be delivered to the secretary of state for filing by the director of the department.
(d) The articles filed with the secretary of state must state the following:
(1) The name of the corporation.
(2) The reduction in the number of authorized shares, itemized by class and series.
(3) The action resulting in the reduction and a copy of the board resolution authorizing the action.
(4) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(e) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares.
(f) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, as provided in subsection (c), treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares. Such shares may be canceled by the adoption of a board resolution stating that the shares are to be canceled. The resolution shall be submitted to and approved by the director.
(g) A reduction of the issued and outstanding shares of capital stock of a corporation that renders the corporation insolvent is not lawful.
As added by P.L.14-1992, SEC.163.