Title 4 — Business and Commercial Law

(a) No domestic or foreign corporation shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is l…

Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may, by court decree, be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by the unlawful use, reservation, or registration, notwi…

(a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. (b) The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with s…

(a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. (b) If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof fro…

(a) No preincorporation or postincorporation subscription is valid unless in writing, signed, and delivered by the subscriber-purchaser. (b) (1) A valid preincorporation subscription shall be irrevocable for six (6) months unless the terms of the subscription otherwise provide or…

(a) Shares having a par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person designated by the board of directors u…

(a) (1) The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received.(2) Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.(3) When payment of the consideration …

The reasonable charges and expenses of organization or reorganization of a corporation and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporation out of the consideration received by it in payment for its s…

(a) In case of the issuance by a corporation of shares having a par value, the consideration received shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute capital surplus. (b) (1) In case of …

(a) (1) The shares of a corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation and, if the corporation has adopted a seal, may be sealed with the seal of the corporation or a facs…

(a) A corporation may, but shall not be obliged to, issue a certificate for a fractional share and, by action of its board of directors, may issue, in lieu thereof, a scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon …

(a) (1) A corporation may provide, in respect to any of its shares which are to be issued, that the future transfer, whether inter vivos, by inheritance, or testamentary gift, hypothecation, or other disposition of such shares, shall be subject to restrictions, including purchase…

(a) A corporation shall not purchase directly or indirectly any of its own shares unless the purchase is authorized by this section and not prohibited by its articles of incorporation. (b) (1) A corporation may not purchase its own shares:(A) If there is a reasonable ground for b…

(a) A corporation may at any time, by resolution of its board of directors, cancel all or any part of its treasury shares; and in such event, a statement of cancellation shall be filed as provided in this section. (b) The statement of cancellation shall be executed and filed in a…

(1) A corporation shall not redeem its shares, or purchase its redeemable shares in lieu of redemption, if at the time of, or as a result of, such transaction:(1) There is a reasonable ground for believing that the corporation would be unable to meet its obligations as they becom…

(a) When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shall effect a cancellation of the shares, and a statement of cancellation shall be filed as provided in this section. (b) Upon cancellation, the shares shall be r…

(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner:(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reductio…

(a) (1) “Earned surplus” or “retained earnings” means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation or from the latest date when a deficit was eliminated by an application of its capit…

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares, which dividends may be payable in cash or property or may be payable in the shares of the corporation. However, the declaration and payment of all dividends sha…

(a) Subject to the restrictions provided in this subsection, the board of directors of a corporation may declare and pay dividends in its own authorized but unissued shares out of any unreserved and unrestricted surplus other than revaluation surplus of the corporation upon the f…

(1) In respect to all dividends payable by a corporation other than dividends payable in its own shares:(1) Subject to subdivisions (3) and (4) of this section, these dividends shall be payable only:(A) Out of the unreserved and unrestricted earned surplus of the corporation; or(…

(1) The board of directors of a corporation may from time to time distribute to its shareholders in partial liquidation out of capital surplus, other than a revaluation surplus, of the corporation a portion of its assets, in cash or property, subject to the following provisions:(…

Nothing in this chapter shall impair the right of a corporation to restrict, through a valid loan agreement, the payment of dividends or the making of distributions in partial liquidation.

(a) (1) A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws.(2) (A) A shareholders' meeting that is held solely by means of remote communication or …

(a) (1) For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board o…

(a) (1) Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than sixty (60) nor more than seventy-five (75) days before the date of the meeting if a p…

(a) (1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at that meeting or any adjournment thereof, arranged in …

(a) (1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (⅓) of the share…

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten (10) years, by entering into a written voting trust agreemen…

(a) In each instance where, under § 4-26-302(a)(4), § 4-26-303, § 4-26-611(e), § 4-26-705(a)(2), § 4-26-903(a)(3)(B), § 4-26-1007(e) and (f), or § 4-26-1101, a provision is made for the class voting of stock, thus requiring the votes of a certain percentage of each separate class…

(a) Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by the articles of incorporation as…

Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series thereof, than required by this chapter with respect…

(a) The term “preemptive rights”, as used in this chapter, shall refer to the right, exercisable under the circumstances hereinafter set out, to purchase the shares or securities of a corporation. (b) The term “voting rights”, as used in this section, shall mean the right, not de…

(a) In respect to shares or securities which are not subject to or which have been released from preemptive rights, or in respect to which preemptive rights have expired, and subject to subsection (b):(1) The board of directors may grant options to subscribe for, or to purchase, …

The fact that a shareholder may have, under this chapter, a potential right of dissent and appraisal in respect to any corporate action will not impair his or her right to challenge the legality of the corporate action and sue to enjoin the action or enforce any other legal remed…

(a) No action shall be brought in this state by a shareholder in the right of a domestic corporation unless the plaintiff was a holder of shares or of voting trust certificates at the time of the transaction of which he or she complains, or his or her shares or voting trust certi…

(a) Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state, or at the office of its tra…

(a) A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the full consideration fixed as provided by law for which those shares were iss…

(a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation. (b) Directors need not be…

(a) The number of directors of a corporation shall be not less than three (3) except that in cases where all the shares of a corporation are owned of record by either one (1) or two (2) shareholders, the number of directors may be one (1) or two (2) but not less than the number o…

(a) (1) A vacancy on the board of directors shall exist when a director dies or resigns or when he or she is removed by the shareholders or by virtue of newly created directorship resulting from any increase in the authorized number of directors.(2) Any vacancy, other than a vaca…

(a) (1) At a shareholders' meeting called expressly for that purpose, directors may be removed in the manner provided in this section.(2) The entire board of directors or any one (1) or more of the directors may be removed, with or without cause, by a vote of the holders of a maj…

(a) Meetings of the board of directors, regular or special, may be held either within or without this state. (b) (1) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.(2) Special meetings of the board of directors shall be h…

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business unless a greater number is required by the …

(a) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the articles of incorporation or the bylaws. (b) Where the articles of incorporation or byla…

(a) The articles of incorporation or bylaws may provide for the creation, by the board of directors from its membership, of an executive committee, to consist of not less than three (3) directors. To the extent specified by the board of directors or in the articles of incorporati…

(a) (1) The initial bylaws of a corporation shall be adopted by its board of directors.(2) The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles…

(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, be operative during a…

(a) In addition to any other liabilities imposed by law upon directors of a corporation:(1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of …

(a) (1) The officers of a corporation shall consist of a president, one (1) or more vice presidents as may be prescribed by the bylaws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by th…