47-1A-951 Plan of entity conversion--Content

47-1A-951.1 Plan of entity conversion--Amendments. 47-1A-951.2 Terms of plan of entity conversion dependent on extrinsic facts. 47-1A-952 Action on a plan of entity conversion. 47-1A-953 Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content. 47-1A-953.1 Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content. 47-1A-953.2 Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content. 47-1A-953.3 Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority. 47-1A-954 Surrender of charter upon conversion. 47-1A-955 Effect of entity conversion. 47-1A-955.1 Effect of conversion of domestic business to a foreign other entity. 47-1A-955.2 Owner liability only for debts arising after effective time of articles of entity conversion. 47-1A-955.3 Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation. 47-1A-956 Abandonment of an entity conversion. 47-1A-957 Cooperative converted to business corporation. 47-1A-1001 Authority to amend. 47-1A-1002 Amendment before issuance of shares. 47-1A-1003 Amendment by board of directors and shareholders. 47-1A-1004 Voting on amendments by voting groups. 47-1A-1005 Amendment by board of directors. 47-1A-1006 Articles of amendment. 47-1A-1007 Restated articles of incorporation--Adoption. 47-1A-1007.1 Restated articles of incorporation--Delivery to Office of Secretary of State. 47-1A-1007.2 Restated articles of incorporation--Certification as articles currently in effect. 47-1A-1008 Amendment pursuant to reorganization. 47-1A-1009 Effect of amendment. 47-1A-1020 Amendment by board of directors or shareholders. 47-1A-1021 Bylaw increasing quorum or voting requirement for directors. 47-1A-1101 Definitions. 47-1A-1102 Merger allowed generally. 47-1A-1102.1 Foreign business corporation or foreign eligible entities allowed to parties to merger. 47-1A-1102.2 Procedures for approval of merger if not in organic law of entity. 47-1A-1102.3 Plan of merger--Required content. 47-1A-1102.4 Plan of merger--Amendment. 47-1A-1102.5 Property held in trust or for charitable purposes--Disposition by court order. 47-1A-1103 Share exchange generally. 47-1A-1103.1 Foreign corporation or eligible party allowed to be party to share exchange. 47-1A-1103.2 Procedures for approval of share exchange if not in organic law of entity. 47-1A-1103.3 Plan of share exchange--Required content. 47-1A-1103.4 Plan of share exchange--Amendments. 47-1A-1103.5 Acquisition of shares in transactions other than share exchange. 47-1A-1104 Action on a plan of merger or share exchange. 47-1A-1105 Merger between parent and subsidiary or between subsidiaries. 47-1A-1105.1 Parent corporation notice to subsidiary shareholders of merger effectiveness. 47-1A-1105.2 Provisions applicable to merger between parent and subsidiary. 47-1A-1106 Articles of merger or share exchange. 47-1A-1107 Effect of merger or share exchange. 47-1A-1107.1 Rights of shares of domestic corporation exchanged. 47-1A-1107.2 Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange. 47-1A-1107.3 Effect of merger on surviving foreign corporation or foreign eligible entity. 47-1A-1107.4 Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange. 47-1A-1108 Abandonment of a merger or share exchange. 47-1A-1201 Disposition of assets not requiring shareholder approval. 47-1A-1202 Shareholder approval of certain dispositions. 47-1A-1202.1 Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions. 47-1A-1202.2 Meeting of shareholders to consider disposition--Notice. 47-1A-1202.3 Votes required for approval of disposition. 47-1A-1202.4 Abandonment of disposition. 47-1A-1202.5 Provisions not governing disposition of assets in course of dissolution. 47-1A-1202.6 Assets of direct or indirect consolidated subsidiary considered assets of parent corporation. 47-1A-1301 Definitions. 47-1A-1302 Right to appraisal. 47-1A-1302.1 Limitations on availability of appraisal rights. 47-1A-1302.2 Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application. 47-1A-1302.3 Challenge of specified completed corporate actions--Limitation. 47-1A-1303 Assertion of appraisal rights by record shareholders for part of shares in name. 47-1A-1303.1 Assertion of appraisal rights of beneficial shareholder. 47-1A-1320 Notice of appraisal rights. 47-1A-1321 Notice of intent to demand payment. 47-1A-1322 Appraisal notice and form--Delivery to shareholders. 47-1A-1322.1 Appraisal notice and form--Time limits and content. 47-1A-1323 Perfection of rights--Right to withdraw. 47-1A-1323.1 Subsequent withdrawal from appraisal process. 47-1A-1323.2 Loss of payment upon failure to return form and deposit share certificates. 47-1A-1324 Payment for shares. 47-1A-1325 Withholding of payment for after-acquired shares. 47-1A-1325.1 Notice required upon withholding of payment for after-acquired shares. 47-1A-1325.2 Payment for shares upon shareholder acceptance of offer in notice. 47-1A-1325.3 Payment for shares of amount offered in notice to specified shareholders. 47-1A-1326 Procedure if shareholder dissatisfied with payment or offer. 47-1A-1330 Court action. 47-1A-1330.1 Venue. 47-1A-1330.2 Parties--Service. 47-1A-1330.3 Jurisdiction--Appraisers--Discovery--Jury trial. 47-1A-1330.4 Judgment amount. 47-1A-1331 Court costs. 47-1A-1331.1 Counsel and expert fees and expenses. 47-1A-1331.2 Counsel fees to be paid by benefited shareholders. 47-1A-1401 Dissolution by incorporators or initial directors. 47-1A-1402 Proposal to dissolve by board of directors--Requirements for adoption. 47-1A-1402.1 Conditions for submission of proposal for dissolution. 47-1A-1402.2 Meeting of shareholders to consider dissolving corporation--Notice. 47-1A-1402.3 Votes required for adoption of proposal to dissolve. 47-1A-1403 Articles of dissolution--Content--Filing--Effective date. 47-1A-1403.1 Dissolved corporation defined. 47-1A-1404 Revocation of dissolution. 47-1A-1405 Effect of dissolution. 47-1A-1405.1 Limitations on effect of dissolution. 47-1A-1406 Known claims against dissolved corporation. 47-1A-1406.1 Bar on known claims against dissolved corporation. 47-1A-1406.2 Claim exclusions. 47-1A-1407 Other claims against dissolved corporation--Publication of notice of dissolution. 47-1A-1407.1 Time for bringing action to enforce claim against dissolved corporation after notice publication. 47-1A-1407.2 Enforcement of claims against dissolved corporations. 47-1A-1408 Court proceedings for determination of amount and form of security for contingent, unknown, or future claims. 47-1A-1408.1 Court-ordered security satisfaction for contingent, unknown, or future claims. 47-1A-1409 Director duties. 47-1A-1420 Grounds for administrative dissolution. 47-1A-1421 Procedure for and effect of administrative dissolution. 47-1A-1422 Reinstatement following administrative dissolution. 47-1A-1423 Appeal from denial of reinstatement. 47-1A-1430 Grounds for judicial dissolution. 47-1A-1431 Venue. 47-1A-1431.1 Shareholders as parties. 47-1A-1431.2 Authority of court until full hearing held. 47-1A-1431.3 Shareholder right to avoid dissolution by purchase of petitioner shares--Notice. 47-1A-1432 Receivership or custodianship. 47-1A-1433 Decree of dissolution. 47-1A-1434 Election to purchase in lieu of dissolution. 47-1A-1434.1 Filing deadline for election to purchase--Notice of right to participate in election--Participation. 47-1A-1434.2 Agreement on fair value and terms of purchase of shares. 47-1A-1434.3 Court determination of fair value of shares when parties unable to reach agreement. 47-1A-1434.4 Order directing purchase of shares--Terms and conditions--Fees and expenses. 47-1A-1434.5 Dismissal of petition to dissolve corporation. 47-1A-1434.6 Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims. 47-1A-1434.7 Provisions applicable to payment by corporation pursuant to order to purchase shares. 47-1A-1440 Deposit with state treasurer. 47-1A-1501 Authority to transact business required. 47-1A-1502 Consequences of transacting business without authority. 47-1A-1502.1 Stay of proceeding until necessity for certificate of authority is determined and obtained. 47-1A-1502.2 Penalties for transacting business without certificate of authority--Collection. 47-1A-1503 Application for certificate of authority. 47-1A-1504 Amended certificate of authority. 47-1A-1505 Effect of certificate of authority. 47-1A-1506 Corporate name of foreign corporation--Use of particular words--Fictitious name. 47-1A-1506.1 Corporate name--Distinguishable from specified names. 47-1A-1506.2 Corporate name--Application to use name not distinguishable from specified names--Authorization. 47-1A-1506.3 Corporate name--Use of name upon merger, reorganization, or acquisition of assets. 47-1A-1506.4 Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority. 47-1A-1507 47-1A-1507 to 47-1A-1510. Repealed by SL 2008, ch 275 , § 48. 47-1A-1520 Withdrawal of foreign corporation. 47-1A-1521 Automatic withdrawal upon certain conversions. 47-1A-1522 Withdrawal upon conversion to a nonfiling entity. 47-1A-1523 Transfer of authority. 47-1A-1530 Grounds for revocation. 47-1A-1531 Procedure for and effect of revocation. 47-1A-1531.1 Revocation appoints Office of Secretary of State agent for service of process for corporation--Registered agent. 47-1A-1532 Appeal from revocation. 47-1A-1601 Corporate records--Requirements. 47-1A-1601.1 Corporate records--Copies at principal office. 47-1A-1602 Shareholder right to inspect and copy records specified in §