§ 23.6. Share structure.
(a) Section 1306(a)(4) of the BCL (relating to articles of incorporation) requires that the articles of incorporation of a business corporation organized on a stock share basis set forth the aggregate number of shares which the corporation shall have authority to issue. It is not necessary to set forth in the articles of incorporation the designations of the classes of shares of the corporation, or the maximum number of shares of each class that may be issued.
(b) The articles of incorporation of a business corporation may set forth a statement of the voting rights, designations, preferences, limitations and special rights in respect of the shares of a class or a series of a class, the fixing of which by the articles of incorporation is desired.
(c) The articles of incorporation of a business corporation may set forth a statement of authority vested in the board of directors to divide the authorized and unissued shares into classes or series, or both, and to determine for the class or series its voting rights, designations, preferences, limitations and special rights. A typical provision of the articles conferring the authority reads as follows:
The aggregate number of shares which the corporation shall have the authority to issue is 2,000 shares. The board of directors shall have the full authority permitted by law to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations, preferences, limitations and other special rights of any class or any series of any class that may be desired.
The provisions of this § 23.6 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.
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