- Every corporation may own, and deal in and with, its own shares; except that:
- When the capital of the corporation is impaired, or would become impaired by the transaction, a nonstock corporation may not purchase or redeem its own shares for cash or other property; a stock corporation may only do so if such shares will be retired upon their acquisition and the capital of the corporation reduced in accordance with §§ 243 and 244 (ordinary shares can be so acquired and retired only if no preferred shares remain outstanding). The foregoing does not affect a corporation’s obligation given as consideration for its acquisition of its shares at a time when its capital was not impaired and did not thereby become impaired.
- If the corporation has the option to redeem certain shares, it may not purchase them for more than their redemption price.
- Redemption is possible only in accordance with
- for stock corporations, § 151 (b) and the charter;
- for nonstock corporations, the charter.
- Nothing in this section affects a corporation’s right to resell any of its shares theretofore purchased or redeemed out of surplus and which have not been retired, for such consideration as shall be fixed by the board.
- Shares are not entitled to vote or count for quorum purposes if they belong to the corporation or to another entity controlled by it, except if the corporation holds the shares in a fiduciary capacity.
- “Shares called for redemption are deemed not outstanding for the purpose of voting or determining the total number of shares entitled to vote on and after the date on which notice of redemption has been sent to holders thereof and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the redemption price upon surrender of certificates.