123.53.A company may acquire fully paid-up shares it has issued and that, under its articles, it may redeem unilaterally at the price determined in its articles or computed in accordance with the method provided in the articles.
In no case, however, may a company acquire the shares where there is reasonable ground to believe that, as a consequence,
(1) it could not discharge its liabilities when due, or
(2) the book value of its assets would be less than the aggregate of its liabilities and the sums necessary for the payment, in case of redemption or winding-up, of the shares payable by preference or concurrently.
123.53.Where a resolution is adopted under subsection 2 of section 48, the articles of the company shall be amended in accordance with sections 123.46 to 123.48, but that resolution does not require the approval of the shareholders.