{"data":{"id":"us-dc/d.c.-code-29-304.01","jurisdiction":"us-dc","citation":"D.C. Code § 29-304.01","heading":"Authorized shares.","body":"(a)\nThe articles 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 articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.\n\n(b)\nThe articles of incorporation shall authorize:\n(1)\nOne or more classes or series of shares that together have unlimited voting rights; and\n(2)\nOne 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.\n\n(c)\nThe articles of incorporation may authorize one or more classes or series of shares that:\n(1)\nHave special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;\n(2)\nAre redeemable or convertible as specified in the articles of incorporation:\n(A)\nAt the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;\n(B)\nFor money, indebtedness, securities, or other property; and\n(C)\nAt prices and in amounts:\n(i)\nSpecified; or\n(ii)\nDetermined in accordance with a formula;\n(3)\nEntitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or\n(4)\nHave preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.\n\n(d)\nTerms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04.\n\n(e)\nAny of the terms of shares may vary among holders of the same class or series so long as the variations are expressly set forth in the articles of incorporation.\n\n(f)\nThe description of the preferences, rights, and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter IV. Shares and Distributions.","Part A. Shares."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-304.01","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"fee2b12af323ae8e8a388a6d99b2ec0a9aea94bac47831e5a9ddd81033468ff5","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-303.04","next":"us-dc/d.c.-code-29-304.02"},"notice":"GroundRules: Original legal text. Not legal advice."}