31A-5-306. Corporate repurchase of shares.
(1) (a) To the extent of excess surplus, a stock corporation may repurchase its own shares
15 days after giving written notice to the commissioner.
(b) A stock corporation without excess surplus shall obtain written approval of the
commissioner prior to repurchasing its own shares.
(c) Any repurchase of stock is subject to Section 16-10a-631.
(d) A stock corporation may not repurchase its own shares if it is hazardous or would
become hazardous as a result of the repurchase.
(2) Within ten days after the end of any month in which it purchases more than 1% of any
class of its outstanding shares, the corporation shall report the price and the names of the
registered shareholders from whom the shares are acquired and of any other persons beneficially
interested in those shares, so far as the latter are known to the corporation. The corporation shall
make a similar report within ten days after the end of any three-month period in which it
purchases more than 2% of any class of its outstanding shares and within ten days after the end of
any 12-month period in which it purchases more than 5% of any class of its outstanding shares.
Section 16-10a-631 applies to the corporation's acquisition of its outstanding shares.
(3) Treasury shares may be disposed of by the corporation for their current market value
or, if there is no market, for the consideration the board of directors determines to be the fair
value of the shares.
(4) Section 31A-17-407 applies to accounting for treasury shares.
Amended by Chapter 9, 1996 Special Session 2
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Last revised: Thursday, May 28, 2009