Title 48, Securities, Corporations And Associations

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:(1) The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or(2) The shareholders in amending or repealing a particular bylaw pr…

(a) If expressly authorized by the charter, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by chapters 11-27 of this title. The adoption or amendment of a bylaw tha…

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:(1) If originally adopted by the shareholders, only by the shareholders;(2) If originally adopted by the board of directors, either by the shareholders or by the bo…

(1) As used in this chapter, unless the context otherwise requires:(1) “Converted entity” means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corpo…

(a) One (1) or more corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic bus…

(a) Through a share exchange:(1) A domestic corporation may acquire all of the outstanding shares of one (1) or more classes or series of shares of another domestic or foreign corporation or all of the interests of one (1) or more classes or series of interests of a domestic or f…

(1) In the case of a domestic corporation that is a party to a merger or share exchange:(1) The plan of merger or share exchange shall be adopted by the board of directors of each party to the merger or share exchange and approved by the shareholders;(2) Except as provided in sub…

(a) A domestic parent corporation owning at least ninety percent (90%) of the outstanding voting shares of each class and series of a domestic or foreign subsidiary corporation or eligible interests of an other entity may either:(1) Merge the subsidiary corporation or other entit…

(a) After a plan of merger or share exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by a…

(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative and shall s…

(a) When a merger becomes effective:(1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease;…

(a) A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. (b) A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. (…

(a) A plan of entity conversion must include:(1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;(2) The terms and conditions of the conversion;(3) The manner and basis of converting the shar…

(1) In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:(1) The plan of entity conversion must be adopted by the board of directors;(2) After adopting the plan of entity conversion, the board of directors must subm…

(a) After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized represen…

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf o…

(a) When a conversion under § 48-21-111 takes effect:(1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment;(2) All obligations and liabilities of the converting entity continue a…

(a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by § 48-21-111, and at any time before the entity conversion has become effective, it may be abandoned by the board of directo…

(a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion. (b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdict…

(1) In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation:(1) The plan of nonprofit conversion must be adopted by the board of directors;(2) After adopting the plan of nonprofit conversion, the board of directors must submit…

(a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation …

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behal…

(a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective:(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;(2) The liab…

(a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this section, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of …

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;(2) Mortgage, pledge, dedica…

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corp…

(1) As used in this chapter, unless the context otherwise requires:(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee as the record shareholder;(2) “Corporation” means the issuer of the shares held by a dissenter before the corpora…

(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:(1) Consummation of a plan of merger to which the corporation is a party:(A) If shareholder approval is required…

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing o…

(a) Where any corporate action specified in § 48-23-102(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice (including any meeting notice required under chapters 11-27 to be provided to nonvoting shareholders) must state that the corporation has conclud…

(a) If a corporate action specified in § 48-23-102(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter:(1) Must deliver to the corporatio…

(a) If a corporate action requiring dissenters' rights under § 48-23-102(a) becomes effective, the corporation must send a written dissenters' notice and form required by subdivision (b)(1) to all shareholders who satisfy the requirements of § 48-23-202(a) or § 48-23-202(b). In t…

(a) A shareholder sent a dissenters' notice described in § 48-23-203 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 pursuant to § 48-23-203(b)(2), and deposit the …

(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 effectuated or the restrictions released under § 48-23-207. (b) The person for whom dissenters' rights are asserted…

(a) Except as provided in § 48-23-208, as soon as the proposed corporate action is effectuated, or upon receipt of a payment demand, whichever is later, the corporation shall pay each dissenter who complied with § 48-23-204 the amount the corporation estimates to be the fair valu…

(a) If the corporation does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transf…

(a) A corporation may elect to withhold payment required by § 48-23-206 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 news media or to shareholders of the p…

(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 (less any payment under § 48-23-206), or reject the corporation's offer und…

(a) If a demand for payment under § 48-23-209 remains unsettled, the corporation shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not…

(a) The court in an appraisal proceeding commenced under § 48-23-301 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 corporation, except that the cou…

(a) 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 secretary of state for filing articles of dissolution and termination that set forth:(1) The name o…

(a) A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104. (b) A corporation's board of directors may propose dissolution for submission to the shareholders. (c) For a proposal to dissolve to be adopted:(1) The board …

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized;(3) That the resolution was duly adopted …

(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state. (b) Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under § 48-24-…

(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:(1) Collecting its assets;(2) Conveying and disposing of its properties that will not be distribut…

(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 time after its effective date. The written notice must:…