Title 23, Corporations And Partnerships

§414-315 Articles of merger or share exchange. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, articles of merger or share exchange shall be signed on behalf of each corpor…

§414-316 Effect of merger or share exchange. (a) When a merger takes effect: (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provid…

§414-318 Merger of subsidiary corporations. (a) Any corporation owning at least ninety per cent of the outstanding shares of each class of two or more corporations may adopt a plan of merger pursuant to section 414-314 that shall be delivered to the department director for filing…

§414-32 Articles of incorporation. (a) The articles of incorporation shall set forth: (b) The articles of incorporation may set forth: (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002,…

[§414-33] Incorporation. (a) The corporate existence begins when the articles of incorporation are filed. (b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in…

PART XIII. SALE OF ASSETS [§414-331] Sale of assets in regular course of business and mortgage of assets. (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may: (b) Unless the articles of incorporation require it, appro…

§414-332 Sale of assets other than in regular course of business. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill), otherwise than in the usual and regular course of business, on the ter…

[§414-34] Liability for pre-incorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2000, c 244, pt of §1]

PART XIV. DISSENTERS' RIGHTS A. Right to Dissent and Obtain Payment for Shares [§414-341] Definitions. As used in this part: "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. "Corporatio…

§414-342 Right to dissent. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (b) A shareholder entitled to dissent and obtain payment for the shareholder's share…

[§414-343] Dissent by nominees and beneficial owners. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one person and n…

[§414-35] Organization of corporation. (a) After incorporation: (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing th…

B. Procedure for Exercise of Dissenters' Rights [§414-351] Notice of dissenters' rights. (a) If proposed corporate action creating dissenters' rights under section 414-342 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or ma…

[§414-352] Notice of intent to demand payment. (a) If proposed corporate action creating dissenters' rights under section 414-342 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights: (b) A shareholder who does not satisfy the r…

[§414-353] Dissenters' notice. (a) If proposed corporate action creating dissenters' rights under section 414-342 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 414…

[§414-354] Duty to demand payment. (a) A shareholder sent a dissenters' notice described in section 414-353 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the [dissenters'] notice pursua…

[§414-355] Share restrictions. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 414-357. (b) The person for whom di…

[§414-356] Payment. (a) Except as provided in section 414-358, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 414-354 the amount the corporation estimates to be the fair va…

[§414-357] Failure to take action. (a) If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions …

[§414-358] After-acquired shares. (a) A corporation may elect to withhold payment required by section 414-356 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to …

[§414-359] Procedure if shareholder dissatisfied with payment or offer. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (le…

[§414-36] Bylaws. (a) The incorporators or 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 inconsisten…

[§414-37] Emergency bylaws. (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 defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the s…

C. Judicial Appraisal of Shares §414-371 Court action. (a) If a demand for payment under section 414-359 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the s…

[§414-372] Court costs and counsel fees. (a) The court in an appraisal proceeding commenced under section 414-371 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs…

PART XV. DISSOLUTION A. Voluntary Dissolution [§414-381] Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to…

§414-382 Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (c) The board of directors may condition its submission of the proposal fo…

§414-383 Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director for filing articles of dissolution setting forth: (b) A corporation is dissolved upon the effective date of its articles of dis…

§414-384 Revocation of dissolution. (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 revoca…

§414-385 Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (b) Dissolution of a corporation does not:

§414-386 Known claims against dissolved corporation. (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 ti…

§414-387 Unknown claims against dissolved corporation. (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 must: (c) If the dissolved corpora…

§414-4 Notice. (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice is effective if communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private …

B. Administrative Dissolution §414-401 Grounds for administrative dissolution. The department director may commence a proceeding under section 414-402 to administratively dissolve a corporation if the corporation fails to:

§414-402 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414-401 for dissolving a corporation, the department director shall give written notice of the departme…

§414-403 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under section 414-402 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall: (b) Within the a…

§414-404 Appeal from denial of reinstatement. (a) If the department director denies a corporation's application for reinstatement following administrative dissolution, the department director shall mail a written notice to the corporation or its designated representative that exp…

PART IV. PURPOSES AND POWERS [§414-41] Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is …

C. Judicial Dissolution [§414-411] Grounds for judicial dissolution. The circuit court may dissolve a corporation:

§414-412 Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court. Venue for a proceeding brought by any other party named in section 414-411 lies in the county where a corporation's principal office is…

[§414-413] Receivership or custodianship. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a he…

[§414-414] Decree of dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 414-411 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk…

§414-415 Election to purchase in lieu of dissolution. (a) In a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated s…

[§414-42] General powers. 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,…

D. Miscellaneous [§414-421] Deposit with director of finance. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited…

§414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties. (a) When any corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit c…