Title 35, Title 35

(1) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861(2)(b) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: (a) notice to shareholders describing the a…

(1) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, of…

As used in this part, the following definitions apply: (1) "Conversion" means a transaction pursuant to 35-14-930 through 35-14-935. (2) "Converted entity" means the converting entity as it continues in existence after a conversion. (3) "Converting entity" means the domestic corp…

(1) This part may not be used to effect a transaction that: (a) converts or domesticates a company organized on the mutual principle to one organized on the basis of share ownership; (b) converts or domesticates banks and trust companies regulated under Title 32, chapter 1; (c) c…

If a domestic or foreign corporation or eligible entity may not be a party to a merger without the approval of the attorney general, the state auditor, the department of administration, or the public service commission and the applicable statutes or regulations do not specificall…

A transaction effected under this part does not create or impair a right, duty, or obligation of a person under the laws of this state other than this part relating to a change in control, business combination, control-share acquisition, or a similar transaction involving a domes…

(1) By complying with the provisions of 35-14-920 through 35-14-924 applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation. (2) By complying with the provisions of…

In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication must be adopted in the following manner: (1) The plan of domestication must first be adopted by the board of directors. (2) (a) The plan of domestication must then be a…

(1) After: (a) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or (b) a foreign corporation that is a domesticating corporation has approved a domestication as required under its organic law, articles of domestication m…

(1) A plan of domestication of a domestic corporation may be amended: (a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or (b) in the manner provided in the plan, except that a shareholder that was entitled to vot…

(1) When a domestication becomes effective: (a) all property owned by and every contract right possessed by the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment; (b) all debts, obligations, a…

(1) By complying with 35-14-930 through 35-14-935, a domestic corporation may become: (a) a domestic eligible entity; or (b) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity. (2) By complying with 35-14-930 through 35-14-935 and ap…

(1) A domestic corporation may convert to a domestic or foreign eligible entity under 35-14-930 through 35-14-935 by approving a plan of conversion. The plan of conversion must include: (a) the name of the converting corporation; (b) the name, jurisdiction of formation, and type …

In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion must be adopted in the following manner: (1) The plan of conversion must first be adopted by the board of directors. (2) (a) The plan of conversion must then be …

(1) After: (a) a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter; or (b) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, articles of conversion …

(1) A plan of conversion of a converting entity that is a domestic corporation may be amended: (a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or (b) in the manner provided in the plan, except that shareholders …

(1) When a conversion becomes effective: (a) all property owned by and every contract right possessed by the converting entity remain the property and contract rights of the converted entity without transfer, reversion, or impairment; (b) all debts, obligations, and other liabili…