Title 47 — CORPORATIONS

The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of §§ 47-1A-1202 to 47-1A-1202.6 , inclusive. Source: SL 2005, ch 239 , § 279.

The Office of the Secretary of State may prescribe and furnish, on request, forms for: (1) An application for a certificate of existence; (2) A foreign corporation's application for a certificate of authority to transact business in this state; (3) A foreign corporation's applica…

The secretary of state shall collect the following fees when the documents described in this section are delivered for filing: (1) Articles of incorporation, one hundred fifty dollars; (2) Application for use of indistinguishable name, twenty-five dollars; (3) Application for res…

The Office of the Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) One dollar a page for copying; (2) Twenty dollars for copying microfiche archived documents for a sin…

Except as provided in §§ 47-1A-123.1 and 47-1A-124.2 , a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Office of the Secretary of State may use for the purpose of recording the date and time of filing; or (2) At t…

A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delaye…

A domestic or foreign corporation may correct a document filed by the Office of the Secretary of State if any of the following occur: (1) The document contains an inaccuracy; (2) The document was defectively executed, attested, sealed, verified, or acknowledged; or (3) The electr…

A document is corrected: (1) By preparing articles of correction that: (a) Describe the document, including its filing date, or attach a copy of it to the articles; (b) Specify the inaccuracy or defect to be corrected; and (c) Correct the inaccuracy or defect; and (2) By deliveri…

Articles of correction are effective on the effective date of the document that they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Source: SL 2005, c…

If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of §§ 47-1A-120 to 47-1A-120.3 , inclusive, the Office of the Secretary of State shall file it. The Office of the Secretary of State files a document by recording it as filed on …

If the Office of the Secretary of State refuses to file a document delivered to the Office of the Secretary of State for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the circuit court of the county where…

Any certificate from the Office of the Secretary of State delivered with a copy of a document filed by the Office of the Secretary of State, is conclusive evidence that the original document is on file with the Office of the Secretary of State. Source: SL 2005, ch 239 , § 16.

Any person may apply to the Office of the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. A certificate of existence or authorization shall set forth: (1) The domestic corporation's c…

No person may sign a document, paper form or electronically, knowing it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing. An offense under this section is subject to a civil fine in any amount not excee…

Terms used in §§ 47-1A-1301 to 47-1A-1331.2 , inclusive, mean: (1) "Affiliate," any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s…

A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party under either of the following circumstance…

Notwithstanding § 47-1A-1302 , the availability of appraisal rights under subdivisions 47-1A-1302(1), (2), (3), (4), (6), and (8) are limited in accordance with the following provisions: (1) Appraisal rights are not available for the holders of shares of any class or series of sh…

Notwithstanding any other provision of §§ 47-1A-1302 to 47-1A-1302.3 , inclusive, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination…

No shareholder may challenge a completed corporate action described in § 47-1A-1302 , other than those subscribed in subdivisions 47-1A-1302.1 (3) and (4), unless such corporate action: (1) Was not effectuated in accordance with the applicable provisions of §§ 47-1A-901 to 47-1A-…

A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shar…

A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: (1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date refe…

If proposed corporate action described in § 47-1A-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this §§ 47-1A-1301 …

If proposed corporate action requiring appraisal rights under §§ 47-1A-1302 to 47-1A-1302.3 , inclusive, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) Must deliver to the c…

If proposed corporate action requiring appraisal rights under § 47-1A-1302 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision 47-1A-1322.1 (1) to all shareholders who satisfied the requirements of §

The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than ten days after such date and must: (1) Supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corpor…

A shareholder who receives notice pursuant to §§ 47-1A-1322 and 47-1A-1322.1 and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date requir…

A shareholder who has complied with § 47-1A-1322 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subsection 47-1A-1322.1 (2)(e). A sh…

A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in § 47-1A-1322.1 , is not entitled to payment under this chapter. Sour…

Except as provided in §§ 47-1A-1325 to 47-1A-1325.3 , inclusive, within thirty days after the form required by subsection 47-1A-1322.1 (2)(b) is due, the corporation shall pay in cash to those shareholders who complied with § 47-1A-1323 the amount the corporation estimates to be …

A corporation may elect to withhold payment required by § 47-1A-1324 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent p…

If the corporation elected to withhold payment under § 47-1A-1325 , the corporation must, within thirty days after the form required by subsection 47-1A-1322.1 (2)(b) is due, notify all shareholders who are described in § 47-1A-1325 : (1) Of the information required by subdivisio…

Within ten days after receiving the shareholder's acceptance pursuant to § 47-1A-1325.1 , the corporation must pay in cash the amount it offered under subdivision 47-1A-1325.1 (2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareho…

Within forty days after sending the notice described in § 47-1A-1325.1 , the corporation must pay in cash the amount it offered to pay under subdivision 47-1A-1325.1 (2) to each shareholder described in subdivision 47-1A-1325.1 (5). Source: SL 2005, ch 239 , § 298.

A shareholder paid pursuant to § 47-1A-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under §

If a shareholder makes demand for payment under § 47-1A-1326 which 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 shares and accrued interest. If the cor…

The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or, if none in this state, in Hughes County. If the corporation is a foreign corporation, it shall commence the proceeding in the county in th…

The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered…

The jurisdiction of the court in which the proceeding is commenced under § 47-1A-1330.1 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powe…

Each shareholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or for the fair value,…

The court in an appraisal proceeding commenced under §§ 47-1A-1330 to 47-1A-1330.4 , inclusive, 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 against the corpo…

The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corpo…

If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such co…

Terms used in this chapter mean: (1) "Articles of incorporation," the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the Office of the Secretary of State under any provi…

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 the Office of the Secretary of State for filing articles of dissolution that set forth: (1) The name of the…

A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of …

The board of directors may condition its submission of the proposal for dissolution on any basis. Source: SL 2005, ch 239 , § 310.

The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Source: SL 2005, ch 239 , § 311.

Unless the articles of incorporation or the board of directors acting pursuant to § 47-1A-1402.1 require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a …

At any time after dissolution is authorized, the corporation may dissolve by delivering to the Office of the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If dissolution was a…

For purposes of §§ 47-1A-1401 to 47-1A-1409 , inclusive, the term, dissolved corporation, means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabil…