CHAPTER 414 - FROM MODEL BUSINESS CORPORATION ACT
- §414-1 - Short title.
- §414-2 - Reservation of power to amend or repeal.
- §414-3 - Definitions.
- §414-4 - Notice.
- §414-5 - Number of shareholders.
- §414-6 - Department director; powers.
- §414-11 - Filing requirements.
- §414-12 - Forms.
- §414-13 - Filing, service, and copying fees.
- §414-14 - Effective time and date of document.
- §414-15 - Correcting filed document.
- §414-16 - Filing duty of department director.
- §414-17 - Appeal from department director's refusal to file document.
- §414-18 - Evidentiary effect of copy of filed document.
- §414-19 - Certificates and certified copies to be received in evidence.
- §414-20 - Penalty for signing false document.
- §414-31 - Incorporators.
- §414-32 - Articles of incorporation.
- §414-33 - Incorporation.
- §414-34 - Liability for pre-incorporation transactions.
- §414-35 - Organization of corporation.
- §414-36 - Bylaws.
- §414-37 - Emergency bylaws.
- §414-41 - Purposes.
- §414-42 - General powers.
- §414-43 - Emergency powers.
- §414-44 - Ultra vires.
- §414-51 - Corporate name.
- §414-52 - Reserved name.
- §414-53 - Administrative order of abatement for infringement of corporate name.
- §414-61 - Registered office and registered agent.
- §414-62 - Designation or change of registered office or registered agent.
- §414-63 - Resignation of registered agent.
- §414-64 - Service on corporation.
- §414-71 - Authorized shares.
- §414-72 - Terms of class or series determined by board of directors.
- §414-73 - Issued and outstanding shares.
- §414-74 - Fractional shares.
- §414-81 - Subscription for shares before incorporation.
- §414-82 - Issuance of shares.
- §414-83 - Liability of shareholders.
- §414-84 - Share dividends.
- §414-85 - Share options.
- §414-86 - Form and content of certificates.
- §414-87 - Shares without certificates.
- §414-88 - Restriction on transfer of shares and other securities.
- §414-89 - Expense of issue.
- §414-101 - Shareholders' preemptive rights.
- §414-102 - Corporation's acquisition of its own shares.
- §414-111 - Distributions to shareholders.
- §414-121 - Annual meeting.
- §414-122 - Special meeting.
- §414-123 - Court-ordered meeting.
- §414-124 - Action without meeting.
- §414-125 - Notice of meeting.
- §414-126 - Waiver of notice.
- §414-127 - Record date.
- §414-141 - Shareholders' list for meeting.
- §414-142 - Voting entitlement of shares.
- §414-143 - Proxies.
- §414-144 - Shares held by nominees.
- §414-145 - Corporation's acceptance of votes, etc.
- §414-146 - Quorum and voting requirements for voting groups.
- §414-147 - Action by single and multiple voting groups.
- §414-148 - Greater quorum or voting requirements.
- §414-149 - Voting for directors; cumulative voting.
- §414-161 - Voting trusts.
- §414-162 - Voting agreements.
- §414-163 - Shareholder agreements.
- §414-171 - Definitions.
- §414-172 - Standing.
- §414-173 - Demand.
- §414-174 - Stay of proceedings.
- §414-175 - Dismissal.
- §414-176 - Discontinuance or settlement.
- §414-177 - Payment of expenses.
- §414-178 - Applicability to foreign corporations.
- §414-191 - Requirement for and duties of board of directors.
- §414-192 - Qualifications of directors.
- §414-193 - Number and election of directors.
- §414-194 - Election of directors by certain classes of shareholders.
- §414-195 - Terms of directors generally.
- §414-196 - Staggered terms for directors.
- §414-197 - Resignation of directors.
- §414-198 - Removal of directors by shareholders.
- §414-199 - Removal of directors by judicial proceeding.
- §414-200 - Vacancy on board.
- §414-201 - Compensation of directors.
- §414-211 - Meetings.
- §414-212 - Action without meeting.
- §414-213 - Notice of meeting.
- §414-214 - Waiver of notice of meeting.
- §414-215 - Quorum and voting.
- §414-216 - Committees.
- §414-221 - General standards for directors.
- §414-222 - Limitation of liability of directors; shareholder approval required.
- §414-223 - Liability for unlawful distributions.
- §414-231 - Required officers.
- §414-232 - Duties of officers.
- §414-233 - Standards of conduct for officers.
- §414-234 - Resignation and removal of officers.
- §414-235 - Contract rights of officers.
- §414-241 - Definitions.
- §414-242 - Permissible indemnification.
- §414-243 - Mandatory indemnification.
- §414-244 - Advance for expenses.
- §414-245 - Court-ordered indemnification and advance for expenses.
- §414-246 - Determination and authorization of indemnification.
- §414-247 - Officers.
- §414-248 - Insurance.
- §414-249 - Variation by corporate action; application of subpart.
- §414-250 - Nonexclusivity of subpart.
- §414-261 - Definitions.
- §414-262 - Judicial action.
- §414-263 - Directors' action.
- §414-264 - Shareholders' action.
- §414-271 - Conversion into and from corporations.
- §414-272 - Articles of conversion.
- §414-273 - REPEALED.
- §414-274 - Effect of conversion.
- §414-281 - Authority to amend.
- §414-282 - Amendment by board of directors.
- §414-283 - Amendment by board of directors and shareholders.
- §414-284 - Voting on amendments by voting groups.
- §414-285 - Amendment before issuance of shares.
- §414-286 - Articles of amendment.
- §414-287 - Restated or amended and restated articles of incorporation.
- §414-288 - Amendment pursuant to reorganization.
- §414-289 - Effect of amendment.
- §414-301 - Amendment by board of directors or shareholders.
- §414-302 - Bylaw increasing quorum or voting requirement for shareholders.
- §414-303 - Bylaw increasing quorum or voting requirement for directors.
- §414-310 - Definitions.
- §414-311.6 - Foreign mergers.
- §414-311 - Merger.
- §414-312 - Share exchange.
- §414-313 - Action plan.
- §414-314 - Merger of subsidiary.
- §414-315 - Articles of merger or share exchange.
- §414-316 - Effect of merger or share exchange.
- §414-317 - REPEALED.
- §414-318 - Merger of subsidiary corporations.
- §414-319 - REPEALED.
- §414-331 - Sale of assets in regular course of business and mortgage of assets.
- §414-332 - Sale of assets other than in regular course of business.
- §414-341 - Definitions.
- §414-342 - Right to dissent.
- §414-343 - Dissent by nominees and beneficial owners.
- §414-351 - Notice of dissenters' rights.
- §414-352 - Notice of intent to demand payment.
- §414-353 - Dissenters' notice.
- §414-354 - Duty to demand payment.
- §414-355 - Share restrictions.
- §414-356 - Payment.
- §414-357 - Failure to take action.
- §414-358 - After-acquired shares.
- §414-359 - Procedure if shareholder dissatisfied with payment or offer.
- §414-371 - Court action.
- §414-372 - Court costs and counsel fees.
- §414-381 - Dissolution by incorporators or initial directors.
- §414-382 - Dissolution by board of directors and shareholders.
- §414-383 - Articles of dissolution.
- §414-384 - Revocation of dissolution.
- §414-385 - Effect of dissolution.
- §414-386 - Known claims against dissolved corporation.
- §414-387 - Unknown claims against dissolved corporation.
- §414-401 - Grounds for administrative dissolution.
- §414-402 - Procedure for and effect of administrative dissolution and effect of expiration.
- §414-403 - Reinstatement following administrative dissolution.
- §414-404 - Appeal from denial of reinstatement.
- §414-411 - Grounds for judicial dissolution.
- §414-412 - Procedure for judicial dissolution.
- §414-413 - Receivership or custodianship.
- §414-414 - Decree of dissolution.
- §414-415 - Election to purchase in lieu of dissolution.
- §414-421 - Deposit with director of finance.
- §414-422 - Trustees or receivers for dissolved corporations; appointment; powers; duties.
- §414-431 - Authority to transact business required.
- §414-432 - Consequences of transacting business without authority.
- §414-433 - Application for certificate of authority.
- §414-434 - Change of name by foreign corporation.
- §414-435 - Effect of certificate of authority.
- §414-436 - Corporate name of foreign corporation.
- §414-437 - Registered office and registered agent of foreign corporation.
- §414-438 - Change of registered office or registered agent of foreign corporation.
- §414-439 - Resignation of registered agent of foreign corporation.
- §414-440 - Service on foreign corporation.
- §414-441 - Application to corporations heretofore authorized to transact business in this State.
- §414-451 - Withdrawal of foreign corporation.
- §414-461 - Grounds for revocation.
- §414-462 - Procedure for and effect of revocation.
- §414-463 - Appeal from revocation.
- §414-470 - Books and records.
- §414-472 - Annual report.
- §414-473 - Penalties imposed upon corporations.
- §414-481 - Application to existing domestic corporations.
- §414-482 - Application to qualified foreign corporations.
- §414-483 - Savings provision.
- §414-484 - Severability.