Title 10, Corporations and Associations

A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing. B. A document may specify a delayed effective time or date, or both, and if so, the document i…

A. A domestic or foreign corporation may correct a document that has been filed by the commission pursuant to chapters 1 through 17 of this title if the document either: 1. Contains an incorrect statement and the correction does not materially alter a substantive provision. 2. Wa…

A. At the time of delivery of a document to the commission, the commission shall stamp, endorse or attach the date and time of delivery of the document. B. The commission shall file a document delivered to the commission for filing if both of the following apply: 1. The commissio…

A stamp affixed to a copy of a document filed by the commission, bearing the signature of the executive director of the commission, which may be in facsimile or electronic form, and the seal of the commission, is conclusive evidence that the original document is on file with the …

A. A person may apply to the commission to furnish a certificate of good standing for a domestic or foreign corporation. B. A certificate of good standing sets forth all of the following: 1. The domestic corporation's corporate name or the foreign corporation's corporate name use…

A. The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules for those purposes. B. The commission shall establish and ma…

In chapters 1 through 17 of this title, unless the context otherwise requires: 1. "Acknowledged" or "acknowledgment" means either: (a) An acknowledgment made by the person or persons signing an instrument and taken by a notarial officer pursuant to title 41, chapter 2, article 1.…

A. Notice under chapters 1 through 17 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice is not permitted if written notice is required under chapters 1 through 17 of this title. B. Notice may be communicated in person, by telep…

A. For purposes of chapters 1 through 17 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: 1. Three or fewer co-owners. 2. Any corporation, partnership, trust, estate or other entity. 3. The tru…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure to the commission for filing.

A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of section 10-401. 2. The number of shares the corporation is authorized to issue. 3. A brief statement of the character of business that the corporation init…

A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing. B. The commission's filing of the…

Any person purporting to act as or on behalf of a corporation that knew or should have known that the corporation has not been formed under chapters 1 through 17 of this title is liable for all debts and liabilities incurred by the act.

After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorpo…

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency as prescribed in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the shareholders and …

Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful business activity.

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power to: 1. Su…

A. In anticipation of or during an emergency as prescribed in subsection D of this section, the board of directors of a corporation may: 1. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent. 2. Relocate the principal office, desi…

A. Except as provided in subsection B of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. B. A corporation's power to act may be challenged either: 1. In a proceeding by a shareholder against the…

A. A corporate name: 1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language. 2. Shall not contain language stating or implying tha…

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10-1506, by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized …

A. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506, if the name is distinguishable on the records of the commission from the corporate names that are not available under section 10-401, subsection B. B. A f…

Each corporation shall continuously maintain in this state both: 1. A known place of business that may be the address of its statutory agent. 2. A statutory agent who may be either: (a) An individual who resides in this state. (b) A domestic corporation formed under this title. (…

A. A corporation may change its known place of business or statutory agent by delivering to the commission for filing a statement of change that may be the annual report and that sets forth: 1. The name of the corporation. 2. If the current known place of business is to be change…

A. A statutory agent may resign its agency appointment by signing and delivering to the commission for filing the signed original statement of resignation. The statement may include a statement that the known place of business is also discontinued. The statutory agent shall give …

A. The statutory agent appointed by a corporation is an agent of the corporation on whom process, notice or demand that is required or permitted by law to be served on the corporation may be served and that, when so served, is lawful personal service on the corporation. B. If a c…

A. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation fo…

A. If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations and relative rights, within the limits set forth in section 10-601, of either: 1. Any class of shares before the issuance of any shares of that …

A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled. B. The reacquisition, redemption or conversion of outstan…

A. A corporation may: 1. Issue certificates representing fractions of a share or pay in money the fair value of fractions of a share as determined by the board of directors. 2. Arrange for the disposition of fractional shares by those entitled to the fractional shares. 3. Issue s…

A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of the subscription agreement, unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocat…

A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the …

A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration for which the shares were authorized to be issued pursuant to section 10-621 or specified in the subscription agre…

A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. B. Shares of …

A. Subject to any provisions set forth in its articles of incorporation, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. These rights, options or warrants shall be evidenced in writing, and the board of directors shall determine …

A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certifica…

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already repre…

A. The articles of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued bef…

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.

Rights, options and warrants may include provisions that adjust the terms of the rights, options and warrants on the occurrence of one or more events, including acquisition of shares, reorganization, merger, consolidation or sale of assets. Rights, options and warrants may includ…

A. The shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. B. A statement included in the articles of incorporation that "the corporation elects to have preempti…

A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. B. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective on am…

A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection C. B. If the board of directors does not fix the record date for determining shareholders …

A. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in …

A. Except as provided in section 10-2703, a corporation shall hold a special meeting of shareholders either: 1. On the call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws. 2. As provided in section 10-810, subsect…