Title 10 — Corporations and Associations

In this article, unless the context otherwise requires: 1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation…

A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, and that is not a director's conflicting interest transaction shall not be enjoined, be se…

A. Directors' action respecting a transaction is effective for purposes of section 10-3861, subsection B, paragraph 1 if the transaction received the affirmative vote of a majority, but at least two, of those qualified directors on the board of directors or on a duly empowered co…

A. Members' action respecting a transaction is effective for purposes of section 10-3861, subsection B, paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified membership interests was cast in favor of the transaction after all of the following:…

A. The board of directors of a corporation shall adopt a policy regarding transactions between the corporation and interested persons, including the sale, lease or exchange of property to or from interested persons and the corporation, the lending or borrowing of monies to or fro…

A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or perm…

A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles, then unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without m…

A. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for s…

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.

A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment's adoption. 4. A statement that the amendme…

A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person. B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendmen…

A. A corporation's articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10-11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal …

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed on the corporation or any property held by it by virtue of any …

A. If a corporation has no members, its board of directors may adopt one or more amendments to the corporation's bylaws. B. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to …

If the articles of incorporation or the bylaws require that an amendment to or repeal of the corporation's bylaws be submitted to the members, the procedures set forth in section 10-11003 shall apply.

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles of incorporation or bylaws.

A. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds,…

A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows: 1. If originally adopted by the members, only by the members. 2. If originally adopted by the board of directors, either by the members or by the board o…

The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision m…

A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021,…

A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.…

A. If its board of directors adopts and, if required by section 10-11103, its members and other persons approve a plan, a domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and: 1. Title 29, cha…

A. If the members of a domestic corporation or other persons are entitled to vote on or approve the plan, except as provided in subsection G of this section, after adopting a plan, the board of directors of the corporation shall submit the plan for approval by its members and the…

Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the statement of merger or interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input th…

Unless the will or other instrument otherwise specifically provides, any bequest, devise, gift, grant or promise that is contained in a will or other instrument of donation, subscription or conveyance, that is made to a domestic nonprofit corporation and that takes effect or rema…

A. On the terms and conditions and for the consideration determined by the board of directors, a corporation may: 1. Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities. 2. Mortgage, pledge, dedi…

A. On the terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular…

Except as authorized by section 10-11302, a corporation shall not make any distributions.

A. A corporation may purchase its memberships if after the purchase is completed both: 1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities. 2. The corporation's total assets would at least equal the sum of its total liab…

A. A majority of the incorporators or initial directors of a corporation that has not commenced activities or the board of directors of a corporation that has no members or has no members entitled to vote on dissolution or that has not commenced activities may dissolve the corpor…

A. If the members of the corporation are entitled to vote on dissolution, a corporation's board of directors may propose dissolution for submission to the members. B. For a proposal to dissolve to be adopted all of the following shall have occurred: 1. The board of directors shal…

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was…

A. A corporation may revoke its dissolution within one hundred twenty days of its effective date. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directo…

A. A dissolved corporation continues its corporate existence but shall not carry on any activities except that activity appropriate to wind up and liquidate its affairs, including: 1. Preserving and protecting its assets and minimizing its liabilities. 2. Discharging or making pr…

A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The …

A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. B. The notice shall: 1. Be published one time in a newspaper of general circulation in the county where t…

The commission may commence a proceeding under section 10-11421 to administratively dissolve a corporation if either: 1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 24 through 40 of this title. 2. The corporation doe…

A. If the commission determines that one or more grounds exist under section 10-11420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-3504. B. If the corporation does not correct each ground for dissolution or…

A. A corporation administratively dissolved under section 10-11421 may apply to the commission for reinstatement within six years after the effective date of dissolution unless the corporation is a utility providing domestic water services or domestic wastewater services and the …

A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either: 1. The corporation obtained its articles of incorporation through fraud. 2. The corporation has continued to exceed or abuse the authority conferred upon it by law. B…

A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-11430 is in the county where a corporation's known place of business is or was last located. B. It is not necessary to make directors or …

A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate or manage the affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court, the court s…

A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-11430 exist, it may enter a decree that dissolves the corporation and specifies the effective date. The clerk of the court shall deliver a certified copy of…

A. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them shall be reduced to c…

A. A foreign corporation shall not conduct affairs in this state until it is granted authority to transact business in this state as provided in this chapter from the commission. B. The following activities, among others, do not constitute conducting affairs within the meaning of…

A. A foreign corporation conducting affairs in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business. B. The successor to a foreign corporation that transacted business in thi…

A. A foreign corporation may apply for authority to conduct affairs in this state by delivering an application and a certificate of disclosure to the commission for filing. The certificate of disclosure shall contain the information set forth in section 10-3202, subsection D and …

A. Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended or restated by merger or otherwise, within sixty days after the amendment or restatement becomes effective, the foreign corporation shall deliver to the comm…

A. A grant of authority to conduct affairs authorizes the foreign corporation to conduct affairs in this state subject to the right of the state to revoke the grant of authority as provided in chapters 24 through 40 of this title. B. A foreign corporation with a valid grant of au…

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10-3401, to obtain or maintain a grant of authority to conduct affairs in this state the foreign corporation shall use a fictitious name that satisfies the requirements of section 10-34…