BSC - Business Corporation
- Article 1 - (101 - 112) SHORT TITLE; DEFINITIONS; APPLICATIONS; CERTIFICATES, MISCELLANEOUS
- 101 - Short title.
- 102 - Definitions.
- 103 - Application.
- 104 - Certificates; requirements, signing, filing, effectiveness.
- 104-A - Fees.
- 105 - Certificates; corrections.
- 106 - Certificates as evidence.
- 107 - Corporate seal as evidence.
- 108 - When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited.
- 109 - Actions or special proceedings by attorney-general.
- 110 - Reservation of power.
- 111 - Effect of invalidity of part of chapter; severability.
- 112 - References.
- Article 2 - (201 - 203) CORPORATE PURPOSES AND POWERS
- Article 3 - (301 - 308) CORPORATE NAME AND SERVICE OF PROCESS
- 301 - Corporate name; general.
- 302 - Corporate name; exceptions.
- 303 - Reservation of name.
- 304 - Statutory designation of secretary of state as agent for service of process.
- 305 - Registered agent for service of process.
- 306 - Service of process.
- 306-A - Resignation for receipt of process.
- 307 - Service of process on unauthorized foreign corporation.
- 308 - Records and certificates of department of state.
- Article 4 - (401 - 409) FORMATION OF CORPORATIONS
- 401 - Incorporators.
- 402 - Certificate of incorporation; contents.
- 403 - Certificate of incorporation; effect.
- 404 - Organization meeting.
- 405-A - Institution for children; approval of certificate.
- 406 - Filing of a certificate of incorporation; facility for alcoholism or alcohol abuse, substance abuse, substance dependence, or chemical abuse or depend
- 408 - Biennial statment; filing.
- 409 - Penalty for failure to file; cure.
- Article 5 - (501 - 520) CORPORATE FINANCE
- 501 - Authorized shares.
- 502 - Issue of any class of preferred shares in series.
- 503 - Subscription for shares; time of payment, forfeiture for default.
- 504 - Consideration and payment for shares.
- 505 - Rights and options to purchase shares; issue of rights and options to directors, officers and employees.
- 506 - Determination of stated capital.
- 507 - Compensation for formation, reorganization and financing.
- 508 - Certificates representing shares.
- 509 - Fractions of a share or scrip authorized.
- 510 - Dividends or other distributions in cash or property.
- 511 - Share distributions and changes.
- 512 - Redeemable shares.
- 513 - Purchase, redemption and certain other transactions by a corporation with respect to its own shares.
- 514 - Agreements for purchase by a corporation of its own shares.
- 515 - Reacquired shares.
- 516 - Reduction of stated capital in certain cases.
- 518 - Corporate bonds.
- 519 - Convertible or exchangeable shares and bonds.
- 520 - Liability for failure to disclose required information.
- Article 6 - (601 - 630) SHAREHOLDERS
- 601 - By-laws.
- 602 - Meetings of shareholders.
- 603 - Special meeting for election of directors.
- 604 - Fixing record date.
- 605 - Notice of meetings of shareholders.
- 606 - Waivers of notice.
- 607 - List of shareholders at meetings.
- 608 - Quorum of shareholders.
- 609 - Proxies.
- 610 - Selection of inspectors at shareholders' meetings.
- 611 - Duties of inspectors at shareholders' meetings.
- 612 - Qualification of voters.
- 613 - Limitations on right to vote.
- 614 - Vote of shareholders.
- 615 - Written consent of shareholders, subscribers or incorporators without a meeting.
- 616 - Greater requirement as to quorum and vote of shareholders.
- 617 - Voting by class or classes of shares.
- 618 - Cumulative voting.
- 619 - Powers of supreme court respecting elections.
- 620 - Agreements as to voting; provision in certificate of incorporation as to control of directors.
- 621 - Voting trust agreements.
- 622 - Preemptive rights.
- 623 - Procedure to enforce shareholder's right to receive payment for shares.
- 624 - Books and records; right of inspection, prima facie evidence.
- 625 - Infant shareholders and bondholders.
- 626 - Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor.
- 627 - Security for expenses in shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor.
- 628 - Liability of subscribers and shareholders.
- 629 - Certain transfers or assignments by shareholders or subscribers; effect.
- 630 - Liability of shareholders for wages due to laborers, servants or employees.
- Article 7 - (701 - 726) DIRECTORS AND OFFICERS
- 701 - Board of directors.
- 702 - Number of directors.
- 703 - Election and term of directors.
- 704 - Classification of directors.
- 705 - Newly created directorships and vacancies.
- 706 - Removal of directors.
- 707 - Quorum of directors.
- 708 - Action by the board.
- 709 - Greater requirement as to quorum and vote of directors.
- 710 - Place and time of meetings of the board.
- 711 - Notice of meetings of the board.
- 712 - Executive committee and other committees.
- 713 - Interested directors.
- 714 - Loans to directors.
- 715 - Officers.
- 716 - Removal of officers.
- 717 - Duty of directors.
- 718 - List of directors and officers.
- 719 - Liability of directors in certain cases.
- 720 - Action against directors and officers for misconduct.
- 721 - Nonexclusivity of statutory provisions for indemnification of directors and officers.
- 722 - Authorization for indemnification of directors and officers.
- 723 - Payment of indemnification other than by court award.
- 724 - Indemnification of directors and officers by a court.
- 725 - Other provisions affecting indemnification of directors and officers.
- 726 - Insurance for indemnification of directors and officers.
- Article 8 - (801 - 808) AMENDMENTS AND CHANGES
- 801 - Right to amend certificate of incorporation.
- 802 - Reduction of stated capital by amendment.
- 803 - Authorization of amendment or change.
- 804 - Class voting on amendment.
- 805 - Certificate of amendment; contents.
- 805-A - Certificate of change; contents.
- 806 - Provisions as to certain proceedings.
- 807 - Restated certificate of incorporation.
- 808 - Reorganization under act of congress.
- Article 9 - (901 - 913) MERGER OR CONSOLIDATION; GUARANTEE; DISPOSITION OF ASSETS; SHARE EXCHANGES
- 901 - Power of merger or consolidation.
- 902 - Plan of merger or consolidation.
- 903 - Authorization by shareholders.
- 904 - Certificate of merger or consolidation; contents.
- 904-A - Merger or consolidation of corporations with other business entities; certificate of merger or consolidation.
- 904-B - Merger or consolidation of business corporations into non-profit corporations.
- 905 - Merger of parent and subsidiary corporations.
- 906 - Effect of merger or consolidation.
- 907 - Merger or consolidation of domestic and foreign corporations.
- 908 - Guarantee authorized by shareholders.
- 909 - Sale, lease, exchange or other disposition of assets.
- 910 - Right of shareholder to receive payment for shares upon merger or consolidation, or sale, lease, exchange or other disposition of assets, or share exc
- 911 - Mortgage or pledge of, or security interest in, corporate property.
- 912 - Requirements relating to certain business combinations.
- 913 - Share exchanges.
- Article 10 - (1001 - 1009) NON-JUDICIAL DISSOLUTION
- 1001 - Authorization of dissolution.
- 1002 - Dissolution under provision in certificate of incorporation.
- 1003 - Certificate of dissolution; contents.
- 1004 - Certificate of dissolution; filing.
- 1005 - Procedure after dissolution.
- 1006 - Corporate action and survival of remedies after dissolution.
- 1007 - Notice to creditors; filing or barring claims.
- 1008 - Jurisdiction of supreme court to supervise dissolution and liquidation.
- 1009 - Applicability to dissolution under other provisions.
- Article 11 - (1101 - 1118) JUDICIAL DISSOLUTION
- 1101 - Attorney-general's action for judicial dissolution.
- 1102 - Directors' petition for judicial dissolution.
- 1103 - Shareholders' petition for judicial dissolution.
- 1104 - Petition in case of deadlock among directors or shareholders.
- 1104-A - Petition for judicial dissolution under special circumstances.
- 1105 - Contents of petition for judicial dissolution.
- 1106 - Order to show cause; issuance; publication, service, filing.
- 1107 - Amending papers.
- 1108 - Referee.
- 1109 - Hearing and decision.
- 1110 - Application for final order.
- 1111 - Judgment or final order of dissolution.
- 1112 - Venue.
- 1113 - Preservation of assets; appointment of receiver.
- 1114 - Certain sales, transfers, security interests and judgments void.
- 1115 - Injunction.
- 1116 - Discontinuance of action or special proceeding.
- 1117 - Applicability of other provisions.
- 1118 - Purchase of petitioner's shares; valuation.
- Article 12 - (1201 - 1218) RECEIVERSHIP
- 1201 - Action by judgment creditor for sequestration.
- 1202 - Appointment of receiver of property of a domestic or foreign corporation.
- 1203 - Temporary and permanent receiver.
- 1204 - Oath and security.
- 1205 - Designation of depositories by court.
- 1206 - Powers of permanent receiver.
- 1207 - Duties of receiver upon appointment.
- 1208 - Penalty for concealing property from receiver.
- 1209 - Recovery of assets.
- 1210 - Order of payment by receiver.
- 1211 - Final distribution by receiver.
- 1212 - Disposition of moneys retained; surplus; unclaimed distributions.
- 1213 - Omission or default of receiver.
- 1214 - Application by attorney-general for removal of receiver and to close receivership.
- 1215 - Resignation by receiver; filling any vacancy.
- 1216 - Final accounting; notice; duty of attorney-general.
- 1217 - Commissions.
- 1218 - Special provisions relating to actions or special proceedings against foreign corporations.
- Article 13 - (1301 - 1320) FOREIGN CORPORATIONS
- 1301 - Authorization of foreign corporations.
- 1302 - Application to existing authorized foreign corporations.
- 1303 - Violations.
- 1304 - Application for authority; contents.
- 1305 - Application for authority; effect.
- 1306 - Powers of authorized foreign corporations.
- 1307 - Tenure of real property.
- 1308 - Amendments or changes.
- 1309 - Certificate of amendment; contents, effect.
- 1309-A - Certificate of change; contents.
- 1310 - Surrender of authority.
- 1311 - Termination of existence.
- 1312 - Actions or special proceedings by unauthorized foreign corporations.
- 1313 - Actions or special proceedings by foreign corporations.
- 1314 - Actions or special proceedings against foreign corporations.
- 1315 - Record of shareholders.
- 1316 - Voting trust records.
- 1317 - Liabilities of directors and officers of foreign corporations.
- 1318 - Liability of foreign corporations for failure to disclose required information.
- 1319 - Applicability of other provisions.
- 1320 - Exemption from certain provisions.
- Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
- 1501 - Definitions.
- 1502 - Corporations organized under other provisions of law.
- 1503 - Organization.
- 1504 - Rendering of professional service.
- 1505 - Professional relationships and liabilities.
- 1506 - Purposes of incorporation.
- 1507 - Issuance of shares.
- 1508 - Directors and officers.
- 1509 - Disqualification of shareholders, directors, officers and employees.
- 1510 - Enacted without section heading.
- 1511 - Transfer of shares.
- 1512 - Corporate name.
- 1513 - Business corporation law applicable.
- 1514 - Triennial statement.
- 1515 - Regulation of professions.
- 1516 - Corporate mergers, consolidations and other reorganizations.
- Article 15-A - (1525 - 1533) FOREIGN PROFESSIONAL SERVICE CORPORATIONS
- 1525 - Definitions.
- 1526 - Rendering of professional service.
- 1527 - Professional relationships and liabilities.
- 1528 - Foreign professional service corporation.
- 1529 - Business corporation law applicable.
- 1530 - Filing requirements.
- 1531 - Annual statement.
- 1532 - Regulation of professions.
- 1533 - Licensing of individuals.
- Article 16 - (1600 - 1613) SECURITY TAKEOVER DISCLOSURE ACT
- 1600 - Short title.
- 1601 - Definitions.
- 1602 - Disclosure requirement.
- 1603 - Contents of registration statement.
- 1604 - Enforcement.
- 1605 - Violations; penalties.
- 1606 - Administration.
- 1607 - Prosecutions and immunity.
- 1608 - Designation of secretary of state for service.
- 1609 - Fraudulent, deceptive or manipulative practices.
- 1610 - Exclusions.
- 1611 - Validity; saving clause.
- 1612 - Requirements for certain takeover bids.
- 1613 - Private right of action.
- Article 20 - (2001) EFFECTIVE DATE