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Subchapter 1 - General Provisions
§ 4-26-101. Title - This chapter shall be known and may be cited as...
§ 4-26-102. Definitions - As used in this chapter, unless the context otherwise requires:...
§ 4-26-103. Applicability of chapter - (a) Corporations may be organized under this chapter for any...
§ 4-26-104. Administration by Secretary of State - The Secretary of State shall have the power and authority...
§ 4-26-105. Waiver of notice - (a) Whenever any notice is required to be given to...
§ 4-26-106. Certificates of Secretary of State to be received in evidence - A certificate of the Secretary of State under the Great...
§ 4-26-107. Disapproval of articles and other documents by Secretary of State — Appeals - (a) If the Secretary of State shall fail to approve...
Subchapter 2 - Formation and Powers of Corporations
§ 4-26-201. Incorporators - One (1) or more natural persons of the age of...
§ 4-26-202. Articles of incorporation - (a) The articles of incorporation, which shall be duly signed...
§ 4-26-203. Organization meeting of incorporators - (a) After the filing of the articles of incorporation with...
§ 4-26-204. General powers - (a) Each corporation, by virtue of its existence as such,...
§ 4-26-205. Defense of ultra vires - (a) No act of a corporation and no conveyance or...
§ 4-26-206. Prerequisite to commencing business - A corporation shall not transact any business or incur any...
§ 4-26-207. Certificate of corporate existence — Prima facie evidence - (a) At any time after the incorporators have filed articles...
Subchapter 3 - Amendment of Articles of Incorporation
§ 4-26-301. Amendments authorized - (a) A corporation may amend its articles of incorporation, from...
§ 4-26-302. Procedure - (a) Amendments to the articles of incorporation shall be made...
§ 4-26-303. Voting by shareholder classes - The holders of the outstanding shares of a class shall...
§ 4-26-304. Articles of amendment - The articles of amendment shall be verified by at least...
§ 4-26-305. Filing of articles of amendment - The articles of amendment shall be executed and filed in...
§ 4-26-306. Restatement of articles of incorporation - Any restatement of the articles of incorporation effected through the...
§ 4-26-307. Amendment of articles of incorporation in reorganization proceedings - (a) Whenever a plan of reorganization of a corporation has...
Subchapter 4 - Corporate Name
§ 4-26-401. Requirements and limitations - The corporate name: (1) Shall contain the word “Corporation”, “Company”,...
§ 4-26-402. Reservation of name - (a) (1) The exclusive right to the use of a...
§ 4-26-403. Registration of foreign corporation's name - (a) Any foreign corporation not authorized to transact business in...
§ 4-26-404. Renewal of registered name - Any foreign corporation which has in effect a registration of...
§ 4-26-405. Use of fictitious names - (a) No domestic or foreign corporation shall conduct any business...
§ 4-26-406. Unlawful use, reservation, or registration of name — Injunction - Where the use, reservation, or registration of a corporate name...
Subchapter 6 - Corporate Finance
§ 4-26-601. Authorized shares generally — Preferred or special classes - (a) Each corporation shall have power to create and issue...
§ 4-26-602. Shares of preferred or special classes — Issuance in series - (a) If the articles of incorporation so provide, the shares...
§ 4-26-603. Subscriptions for shares - (a) No preincorporation or postincorporation subscription is valid unless in...
§ 4-26-604. Consideration for shares generally - (a) Shares having a par value may be issued for...
§ 4-26-605. Payment for shares - (a) (1) The consideration paid for the issuance of shares...
§ 4-26-606. Payment of expenses of organization, reorganization, financing, etc - The reasonable charges and expenses of organization or reorganization of...
§ 4-26-607. Stated capital — Capital surplus — Earned surplus - (a) In case of the issuance by a corporation of...
§ 4-26-608. Signed certificates representing shares - (a) (1) The shares of a corporation shall be represented...
§ 4-26-609. Issuance of fractional shares or scrip - (a) A corporation may, but shall not be obliged to,...
§ 4-26-610. Restrictions on transfer of shares - (a) (1) A corporation may provide, in respect to any...
§ 4-26-611. Acquisition or disposition of corporation's own shares - (a) A corporation shall not purchase directly or indirectly any...
§ 4-26-612. Treasury shares — Cancellation - (a) A corporation may at any time, by resolution of...
§ 4-26-613. Redeemable shares — Restrictions on redemption or purchase - A corporation shall not redeem its shares, or purchase its...
§ 4-26-614. Redeemable shares — Cancellation by redemption or purchase - (a) When redeemable shares of a corporation are redeemed or...
§ 4-26-615. Reduction of stated capital - (a) If all or part of the stated capital of...
§ 4-26-616. Surplus, net profits, and valuation of assets - (a) (1) “Earned surplus” or “retained earnings” means the portion...
§ 4-26-617. Dividends — General powers of board - The board of directors may from time to time declare,...
§ 4-26-618. Share dividends - (a) Subject to the restrictions provided in this subsection, the...
§ 4-26-619. Dividends other than in shares of the corporation - In respect to all dividends payable by a corporation other...
§ 4-26-620. Distributions in partial liquidation - The board of directors of a corporation may from time...
§ 4-26-621. Contractual restriction on dividends - Nothing in this chapter shall impair the right of a...
Subchapter 7 - Shareholders
§ 4-26-701. Shareholders' meetings generally - (a) Meetings of shareholders may be held at such place,...
§ 4-26-702. Closing of transfer books and fixing record date - (a) (1) For the purpose of determining shareholders entitled to...
§ 4-26-703. Shareholders' meetings — Notice — Special meetings - (a) (1) Written or printed notice stating the place, day,...
§ 4-26-704. Shareholders' meetings — List of shareholders entitled to vote - (a) (1) The officer or agent having charge of the...
§ 4-26-705. Shareholders' meetings — Quorum — Adjournment - (a) (1) Unless otherwise provided in the articles of incorporation,...
§ 4-26-706. Voting trusts - (a) Any number of shareholders of a corporation may create...
§ 4-26-707. Class voting - (a) In each instance where, under § 4-26-302(a)(4), § 4-26-303,...
§ 4-26-708. Voting of shares — Consent to corporate action - (a) Each outstanding share, regardless of class, shall be entitled...
§ 4-26-709. Greater voting requirements - Whenever, with respect to any action to be taken by...
§ 4-26-710. Action by shareholders without a meeting - (a) Any action required by this chapter to be taken...
§ 4-26-711. Preemptive rights - (a) The term “preemptive rights”, as used in this chapter,...
§ 4-26-712. Shares without preemptive rights — Corporate powers and limitations - (a) In respect to shares or securities which are not...
§ 4-26-713. Right to dissent no bar to other legal actions - The fact that a shareholder may have, under this chapter,...
§ 4-26-714. Shareholders' actions - (a) No action shall be brought in this state by...
§ 4-26-715. Books and records — Examination - (a) Each corporation shall keep correct and complete books and...
§ 4-26-716. Liability of subscribers and shareholders - (a) A holder of or subscriber to shares of a...
Subchapter 8 - Directors and Officers
§ 4-26-801. Board of directors generally - (a) All corporate powers shall be exercised by or under...
§ 4-26-802. Number, election, and term of directors - (a) The number of directors of a corporation shall be...
§ 4-26-803. Vacancies - (a) (1) A vacancy on the board of directors shall...
§ 4-26-804. Removal of directors - (a) (1) At a shareholders' meeting called expressly for that...
§ 4-26-805. Directors' meetings - (a) Meetings of the board of directors, regular or special,...
§ 4-26-806. Quorum of directors - A majority of the number of directors fixed by the...
§ 4-26-807. Action of board with or without meeting - (a) The act of the majority of the directors present...
§ 4-26-808. Executive committee - (a) The articles of incorporation or bylaws may provide for...
§ 4-26-809. Bylaws - (a) (1) The initial bylaws of a corporation shall be...
§ 4-26-810. Emergency bylaws — Operations during emergency - (a) The board of directors of any corporation may adopt...
§ 4-26-811. Liability of directors - (a) In addition to any other liabilities imposed by law...
§ 4-26-812. Officers - (a) (1) The officers of a corporation shall consist of...
§ 4-26-813. Removal of officers - Any officer or agent may be removed by the board...
§ 4-26-814. Indemnification of officers, directors, employees, and agents - (a) (1) A corporation shall have power to indemnify any...
Subchapter 9 - Mortgage, Sale, Etc., of Assets
§ 4-26-901. Corporate indebtedness — Mortgage of assets authorized - In authorizing the procurement of corporate loans, the creation of...
§ 4-26-902. Sale, lease, or exchange of assets in regular course of business - The sale, lease, or exchange of all or substantially all...
§ 4-26-903. Sale, lease, or exchange of assets other than in regular course of business - (a) A sale, lease, or exchange of all or substantially...
§ 4-26-904. Sale or exchange of assets — Rights of dissenting shareholders - (a) In the event that a sale or exchange prior...
Subchapter 10 - Conversion and Merger
§ 4-26-1001. Definitions - As used in this subchapter: (1) “Constituent corporation” means a...
§ 4-26-1002. Conversion - (a) An organization other than a corporation may convert to...
§ 4-26-1003. Action on plan of conversion by converting corporation - (a) A plan of conversion may be approved if the:...
§ 4-26-1004. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved a...
§ 4-26-1005. Effect of conversion - (a) An organization that has been converted under this subchapter...
§ 4-26-1006. Merger - (a) A corporation may merge with one (1) or more...
§ 4-26-1007. Action on plan of merger by constituent corporation - (a) Except as provided in subsection (g) of this section...
§ 4-26-1008. Merger of subsidiary - (a) A parent corporation owning at least ninety percent (90%)...
§ 4-26-1009. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...
§ 4-26-1010. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...
§ 4-26-1011. Rights of dissenting shareholders - (a) If a conversion or merger is effected under this...
§ 4-26-1012. Chapter not exclusive - This chapter does not preclude an organization from being converted...
Subchapter 11 - Dissolution and Liquidation
§ 4-26-1101. Authorization of dissolution - (a) A corporation may be dissolved. (b) The dissolution shall...
§ 4-26-1102. Certificate of dissolution - (a) After a dissolution has been voted by the shareholders,...
§ 4-26-1103. Procedure after dissolution - After dissolution: (1) The corporation shall carry on no business...
§ 4-26-1104. Corporate action and remedies after dissolution - (a) A dissolved corporation, its directors, officers, and shareholders, may...
§ 4-26-1105. Notice to creditors — Filing or barring claims - (a) (1) At any time after dissolution, the corporation may,...
§ 4-26-1106. Jurisdiction of court to supervise liquidation - (a) At any time after dissolution of a corporation, the...
§ 4-26-1107. Involuntary dissolution - (a) A corporation may be dissolved involuntarily by a decree...
§ 4-26-1108. Jurisdiction of court to liquidate assets and business of corporation - (a) The circuit court shall have full power to liquidate...
§ 4-26-1109. Deposit with Treasurer of State of amount due certain creditors or shareholders - Upon the liquidation of a corporation, whether before or after...
Subchapter 12 - Filing and Fees
§ 4-26-1201. Filing of corporate documents - (a) When any provision of this chapter requires that a...
§ 4-26-1203. Fees — County clerk - The fees of the county clerk for services under this...
§ 4-26-1204. Fees of mutual corporations - Excepting insurance companies, all mutual corporations, foreign or domestic, having...