17-7215. Dissolution of close corporation at option of stockholders or upon event or contingency specified in articles of incorporation; disclosure of provision on stock certificates.
17-7215
17-7215. Dissolution of close corporation at option of stockholders or
upon event or contingency specified in articles of incorporation;
disclosure of provision on stock certificates.
(a) The articles of incorporation of any close corporation may include a
provision granting to any stockholder, or to the holders of any specified
number or percentage of shares of any class of stock, an option to have the
corporation dissolved at will or upon the occurrence of any specified event
or contingency. Whenever any such option to dissolve is exercised, the
stockholders exercising such option shall give written notice thereof to
all other stockholders. After the expiration of thirty (30) days following
the sending of such notice, the dissolution of the corporation shall
proceed as if the required number of stockholders having voting power had
voted in favor thereof.
(b) If the articles of incorporation, as originally filed, do not
contain a provision authorized by subsection (a), the articles may be
amended to include such provision if adopted by the affirmative vote of the
holders of all the outstanding stock, whether or not entitled to vote,
unless the articles of incorporation specifically authorize such an
amendment by a vote which shall be not less than two-thirds (2/3) of all
the outstanding stock whether or not entitled to vote.
(c) Each stock certificate in any corporation whose articles of
incorporation authorize dissolution, as permitted by this section, shall
conspicuously note on the face thereof the existence of the provision.
Unless noted conspicuously on the face of the stock certificate, the
provision is ineffective.
History: L. 1972, ch. 52, § 139; July 1.