District Of Columbia § 29-304.40 - Shareholders’ preemptive rights.
Full text of District Of Columbia D.C. Code § 29-304.40 — Shareholders’ preemptive rights., with citation guidance and answers to common questions.
§ 29-304.40. Shareholders’ preemptive rights.
29-304.40The shareholders of a corporation shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
The shareholders of the corporation shall have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
A shareholder may waive his preemptive right. A waiver evidenced in a record is irrevocable even though it is not supported by consideration.
There shall be no preemptive right with respect to shares:
Issued as compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates:
Issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
Authorized in articles of incorporation that are issued within 6 months after the effective date of incorporation;
Sold otherwise than for money.
Holders of shares of any class without general voting rights but with preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class.
Holders of shares of any class with general voting rights but without preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year shall be subject to the shareholders’ preemptive rights.
For the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-304.40
What does D.C. Code § 29-304.40 cover?
Section 29-304.40 ("Shareholders’ preemptive rights.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite District Of Columbia § 29-304.40?
A common citation format is "D.C. Code § 29-304.40" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of District Of Columbia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.
How does District Of Columbia § 29-304.40 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.