Guam § 28601 - Authorized Shares.

§ 28601. Authorized Shares.

(a) The articles of incorporation must prescribe the classes of shares and

the number of shares of each class that the corporation is authorized to issue.

If more than one class of shares is authorized, the articles of incorporation

must prescribe a distinguishing designation for each class, and, prior to the

issuance of shares of a class, the preferences, limitations, and relative rights

of that class must be described in the articles of incorporation. All shares of a

class must have preferences, limitations, and relative rights identical with

those of other shares of the same class except to the extent otherwise

permitted by § 28602.

(b) The articles of incorporation must authorize:

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(1) one or more classes of shares that together have unlimited

voting rights, and

(2) one or more classes of shares (which may be the same class or

classes as those with voting rights) that together are entitled to receive

the net assets of the corporation upon dissolution.

(c) The articles of incorporation may authorize one or more classes of

shares that:

(1) have special, conditional, or limited voting rights, or no right to

vote, except to the extent prohibited by this Act;

(2) are redeemable or convertible as specified in the articles of

incorporation:

(A) at the option of the corporation, the shareholder, or

another person or upon the occurrence of a designated event;

(B) for cash, indebtedness, securities, or other property;

(C) in a designated amount or in an amount determined in

accordance with a designated formula or by reference to extrinsic

data or events;

(3) entitle the holders to distributions calculated in any manner,

including dividends that may be cumulative, noncumulative, or partially

cumulative;

(4) have preference over any other class of shares with respect to

distributions, including dividends and distributions upon the dissolution

of the corporation.

(d) The description of the designations, preferences, limitations, and

relative rights of share classes in subsection (c) is not exhaustive.