(a) The certificate of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the certificate of incorporation shall prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations, of such class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights and limitations, that are identical with those of other shares of the same class or series.

(b) The certificate of incorporation shall authorize (1) one or more classes or series of shares that together have unlimited voting rights, and (2) one or more classes or series 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 certificate of incorporation may authorize one or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except as otherwise provided by sections 33-600 to 33-998, inclusive; (2) are redeemable or convertible as specified in the certificate of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event, (B) for cash, indebtedness, securities or other property, and (C) at prices and in amounts specified or determined in accordance with a formula; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.

(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608.

(e) Any of the terms of shares may vary among holders of the same class or series as long as such variations are expressly set forth in the certificate of incorporation.

(f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.

(P.A. 94-186, S. 39, 215; P.A. 96-271, S. 31, 254; P.A. 03-158, S. 6.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing “shall prescribe the classes” with “shall set forth any classes”, adding provisions re series of shares within a class and revising provisions re terms, preferences, rights and limitations of classes or series, amended Subsec. (b) by adding references to series, amended Subsec. (c) by adding references to series, replacing “except to the extent prohibited” with “except as otherwise provided”, replacing “designated event” with “specified event”, replacing provision re designated amount or amount determined in accordance with designated formula or reference to extrinsic data or events with provision re prices and amounts specified or determined in accordance with formula and making technical changes, added new Subsecs. (d) and (e) re terms dependent upon facts objectively ascertainable outside certificate of incorporation and re variation of terms of shares among holders, redesignated existing Subsec. (d) as Subsec. (f) and amended same by deleting provisions re designations and relative rights and adding provisions re rights of classes or series of shares.