Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Chapter 1 - General Provisions
§ 1.01. Short title - § 1.01. Short title This title shall be known and...
§ 1.02. Reservation of power - § 1.02. Reservation of power Nothing contained in this title...
§ 1.20. Filing requirements - § 1.20. Filing requirements (a) A document must satisfy the...
§ 1.21. Forms - § 1.21. Forms (a) The Secretary of State may prescribe...
§ 1.22. Filing; service and copying fees - § 1.22. Filing; service and copying fees The Secretary of...
§ 1.23. Effective date of document - § 1.23. Effective date of document (a) Except as provided...
§ 1.24. Correcting filed document - § 1.24. Correcting filed document (a) A domestic or foreign...
§ 1.25. Filing duty of Secretary of State - § 1.25. Filing duty of Secretary of State (a) If...
§ 1.26. Appeal from Secretary of State’s refusal to file document - § 1.26. Appeal from Secretary of State’s refusal to file...
§ 1.27. Evidentiary effect of copy of filed document - § 1.27. Evidentiary effect of copy of filed document A...
§ 1.28. Certificate of good standing - § 1.28. Certificate of good standing (a) Any person may...
§ 1.29. Signing false documents - § 1.29. Signing false documents (a) No person may sign...
§ 1.30. Powers - § 1.30. Powers The Secretary of State has the power...
§ 1.40. Definitions - § 1.40. Definitions As used in this title: (1) “Approved...
§ 1.41. Notice - § 1.41. Notice (a) Notice under this title must be...
§ 1.42. Judicial relief - § 1.42. Judicial relief (a) If for any reason it...
Chapter 2 - Incorporation
§ 2.01. Incorporators - § 2.01. Incorporators One or more persons of majority age...
§ 2.02. Articles of incorporation - § 2.02. Articles of incorporation (a) The articles of incorporation...
§ 2.03. Incorporation - § 2.03. Incorporation (a) Unless a delayed effective date is...
§ 2.04. Liability for preincorporation transactions - § 2.04. Liability for preincorporation transactions All persons purporting to...
§ 2.05. Organization of corporation - § 2.05. Organization of corporation (a) After incorporation: (1) if...
§ 2.06. Bylaws - § 2.06. Bylaws (a) The incorporators or board of directors...
Chapter 3 - Purposes and Powers
§ 3.01. Purposes - § 3.01. Purposes (a) A corporation may be organized under...
§ 3.02. General powers - § 3.02. General powers Unless its articles of incorporation provide...
§ 3.03. Ultra vires - § 3.03. Ultra vires (a) Except as provided in subsection...
Chapter 4 - Name
§ 4.01. Corporate name - § 4.01. Corporate name (a) A corporate name: (1) shall...
§ 4.02. Reserved name - § 4.02. Reserved name (a) A person may reserve the...
§ 4.03. Registered name - § 4.03. Registered name (a) A foreign corporation may register...
Chapter 5 - Office and Agent
§ 5.02. Change of registered office or registered agent - § 5.02. Change of registered office or registered agent (a)...
§ 5.03. Resignation of registered agent - § 5.03. Resignation of registered agent (a) A registered agent...
§ 5.04. Service on corporation - § 5.04. Service on corporation (a) The corporation’s registered agent...
Chapter 6 - Members and Membership
§ 6.01. Admission - § 6.01. Admission (a) A corporation may admit any person...
§ 6.02. Consideration - § 6.02. Consideration Except as provided in its articles or...
§ 6.03. No requirement of members - § 6.03. No requirement of members A corporation is not...
§ 6.20. Differences in rights and obligations of members - § 6.20. Differences in rights and obligations of members All...
§ 6.21. Transfers - § 6.21. Transfers (a) Except as set forth in or...
§ 6.22. Member’s liability to third parties - § 6.22. Member’s liability to third parties A member of...
§ 6.23. Member’s liability for dues, assessments, and fees - § 6.23. Member’s liability for dues, assessments, and fees A...
§ 6.24. Creditor’s action against member - § 6.24. Creditor’s action against member (a) No proceeding may...
§ 6.30. Resignation - § 6.30. Resignation (a) A member may resign at any...
§ 6.31. Termination; expulsion and suspension - § 6.31. Termination; expulsion and suspension (a) No member of...
§ 6.32. Purchase of memberships - § 6.32. Purchase of memberships (a) A public benefit corporation...
§ 6.40. Derivative suits - § 6.40. Derivative suits (a) A proceeding may be brought...
§ 6.50. Delegates - § 6.50. Delegates (a) A corporation may provide in its...
Chapter 7 - Members, Meetings and Voting
§ 7.01. Annual meeting and regular meetings - § 7.01. Annual meeting and regular meetings (a) A corporation...
§ 7.02. Special meeting - § 7.02. Special meeting (a) A corporation with members shall...
§ 7.03. Court-ordered meeting - § 7.03. Court-ordered meeting (a) The Superior Court of the...
§ 7.04. Action by written consent - § 7.04. Action by written consent (a) Unless the articles...
§ 7.05. Notice of meeting - § 7.05. Notice of meeting (a) A corporation shall give...
§ 7.06. Waiver of notice - § 7.06. Waiver of notice (a) A member may waive...
§ 7.07. Record date; determining members entitled to notice and vote - § 7.07. Record date; determining members entitled to notice and...
§ 7.08. Action by written ballot - § 7.08. Action by written ballot (a) Unless prohibited or...
§ 7.20. Members’ list for meeting - § 7.20. Members’ list for meeting (a) After fixing a...
§ 7.21. Voting entitlement generally - § 7.21. Voting entitlement generally (a) Unless the articles or...
§ 7.22. Quorum requirements - § 7.22. Quorum requirements (a) Unless this title, the articles,...
§ 7.23. Voting requirements - § 7.23. Voting requirements (a) Unless this title, the articles,...
§ 7.24. Proxies - § 7.24. Proxies (a) Unless the articles or bylaws prohibit...
§ 7.25. Cumulative voting for directors - § 7.25. Cumulative voting for directors (a) If the articles...
§ 7.26. Other methods of electing directors - § 7.26. Other methods of electing directors A corporation may...
§ 7.27. Corporation’s acceptance of votes - § 7.27. Corporation’s acceptance of votes (a) If the name...
§ 7.30. Voting agreements - § 7.30. Voting agreements (a) Two or more members may...
Chapter 8 - Directors and Officers
§ 8.01. Requirement for and duties of board - § 8.01. Requirement for and duties of board (a) Each...
§ 8.02. Qualifications of directors - § 8.02. Qualifications of directors All directors must be individuals....
§ 8.03. Number of directors - § 8.03. Number of directors (a) A board of directors...
§ 8.04. Election, designation, and appointment of directors - § 8.04. Election, designation, and appointment of directors (a) If...
§ 8.05. Terms of directors generally - § 8.05. Terms of directors generally (a) The articles of...
§ 8.06. Staggered terms for directors - § 8.06. Staggered terms for directors The articles of incorporation...
§ 8.07. Resignation of directors - § 8.07. Resignation of directors (a) A director may resign...
§ 8.08. Removal of directors elected by members or directors - § 8.08. Removal of directors elected by members or directors...
§ 8.09. Removal of designated or appointed directors - § 8.09. Removal of designated or appointed directors (a) A...
§ 8.10. Removal of directors by judicial proceeding - § 8.10. Removal of directors by judicial proceeding (a)(1) The...
§ 8.11. Vacancy on board - § 8.11. Vacancy on board (a) Unless the articles of...
§ 8.12. Compensation of directors - § 8.12. Compensation of directors Unless the articles of incorporation...
§ 8.13. Financially disinterested majority—Public benefit corporations - § 8.13. Financially disinterested majority—Public benefit corporations (a) No more...
§ 8.20. Regular and special meetings - § 8.20. Regular and special meetings (a) If the time...
§ 8.21. Action without meeting - § 8.21. Action without meeting (a) Unless the articles of...
§ 8.22. Call and notice of meetings - § 8.22. Call and notice of meetings (a) Unless the...
§ 8.23. Waiver of notice - § 8.23. Waiver of notice (a) A director may waive...
§ 8.24. Quorum and voting - § 8.24. Quorum and voting (a) Unless the articles of...
§ 8.25. Committees of the board - § 8.25. Committees of the board (a) Unless prohibited or...
§ 8.30. General standards for directors - § 8.30. General standards for directors (a) A director shall...
§ 8.31. Director conflict of interest - § 8.31. Director conflict of interest (a) A conflict of...
§ 8.32. Loans to or guarantees for directors and officers - § 8.32. Loans to or guarantees for directors and officers...
§ 8.33. Liability for unlawful distributions; statute of limitations - § 8.33. Liability for unlawful distributions; statute of limitations (a)...
§ 8.40. Required officers - § 8.40. Required officers (a) Unless otherwise provided in the...
§ 8.41. Duties and authority of officers - § 8.41. Duties and authority of officers Each officer has...
§ 8.42. Standards of conduct for officers - § 8.42. Standards of conduct for officers (a) An officer...
§ 8.43. Resignation and removal of officers - § 8.43. Resignation and removal of officers (a) An officer...
§ 8.44. Contract rights of officers - § 8.44. Contract rights of officers (a) The appointment of...
§ 8.45. Officers’ authority to execute documents - § 8.45. Officers’ authority to execute documents Any contract or...
§ 8.50. Subchapter definitions - § 8.50. Subchapter definitions As used in this subchapter: (1)...
§ 8.51. Authority to indemnify - § 8.51. Authority to indemnify (a) Except as provided in...
§ 8.52. Mandatory indemnification - § 8.52. Mandatory indemnification Unless limited by its articles of...
§ 8.53. Advance for expenses - § 8.53. Advance for expenses (a) A corporation may pay...
§ 8.54. Court-ordered indemnification - § 8.54. Court-ordered indemnification Unless limited by a corporation’s articles...
§ 8.55. Determination and authorization of indemnification - § 8.55. Determination and authorization of indemnification (a) Except as...
§ 8.56. Indemnification of officers, employees, and agents - § 8.56. Indemnification of officers, employees, and agents Unless limited...
§ 8.57. Insurance - § 8.57. Insurance A corporation may purchase and maintain insurance...
§ 8.58. Application of subchapter - § 8.58. Application of subchapter (a) A provision treating a...
Chapter 10 - Amendment of Articles of Incorporation and Bylaws
§ 10.01. Authority to amend - § 10.01. Authority to amend A corporation may amend its...
§ 10.02. Amendment by directors - § 10.02. Amendment by directors (a) Unless the articles provide...
§ 10.03. Amendment by directors and members - § 10.03. Amendment by directors and members (a) Unless this...
§ 10.04. Class voting by members on amendments - § 10.04. Class voting by members on amendments (a) The...
§ 10.05. Articles of amendment - § 10.05. Articles of amendment A corporation amending its articles...
§ 10.06. Restated articles of incorporation - § 10.06. Restated articles of incorporation (a) A corporation’s board...
§ 10.07. Amendment pursuant to judicial reorganization - § 10.07. Amendment pursuant to judicial reorganization (a) A corporation’s...
§ 10.08. Effect of amendment and restatement - § 10.08. Effect of amendment and restatement An amendment to...
§ 10.20. Amendment by directors - § 10.20. Amendment by directors If a corporation has no...
§ 10.21. Amendment by directors and members - § 10.21. Amendment by directors and members (a) Unless this...
§ 10.22. Class voting by members on amendments - § 10.22. Class voting by members on amendments (a) The...
§ 10.30. Approval by third persons - § 10.30. Approval by third persons The articles may require...
§ 10.31. Amendment terminating members or redeeming or cancelling memberships - § 10.31. Amendment terminating members or redeeming or cancelling memberships...
Chapter 11 - Merger
§ 11.01. Approval of plan of merger - § 11.01. Approval of plan of merger (a) Subject to...
§ 11.02. Limitations on mergers by public benefit corporations - § 11.02. Limitations on mergers by public benefit corporations (a)...
§ 11.03. Action on plan by board, members and third persons - § 11.03. Action on plan by board, members and third...
§ 11.04. Articles of merger - § 11.04. Articles of merger After a plan of merger...
§ 11.05. Effect of merger - § 11.05. Effect of merger When a merger takes effect:...
§ 11.06. Merger with foreign corporation - § 11.06. Merger with foreign corporation (a) Except as provided...
§ 11.07. Bequests, devises, and gifts - § 11.07. Bequests, devises, and gifts Any bequest, devise, gift,...
Chapter 12 - Sale of Assets
§ 12.01. Sale of the assets in regular course of activities and mortgage of assets - § 12.01. Sale of the assets in regular course of...
§ 12.02. Sale of assets other than in regular course of activities - § 12.02. Sale of assets other than in regular course...
Chapter 13 - Distributions
§ 13.01. Prohibited distributions - § 13.01. Prohibited distributions Except as authorized by section 13.02...
§ 13.02. Authorized distributions - § 13.02. Authorized distributions (a) A mutual benefit corporation may...
Chapter 14 - Dissolution
§ 14.01. Dissolution by incorporators or directors - § 14.01. Dissolution by incorporators or directors (a) A majority...
§ 14.02. Dissolution by directors, members - § 14.02. Dissolution by directors, members (a) Unless this title,...
§ 14.03. Articles of dissolution - § 14.03. Articles of dissolution (a) At any time after...
§ 14.04. Revocation of dissolution - § 14.04. Revocation of dissolution (a) A corporation may revoke...
§ 14.05. Effect of dissolution - § 14.05. Effect of dissolution (a) A dissolved corporation continues...
§ 14.06. Known claims against dissolved corporation - § 14.06. Known claims against dissolved corporation (a) A dissolved...
§ 14.07. Unknown claims against dissolved corporation - § 14.07. Unknown claims against dissolved corporation (a) A dissolved...
§ 14.20. Involuntary termination - § 14.20. Involuntary termination The Secretary of State may commence...
§ 14.21. Procedure for and effect of involuntary termination - § 14.21. Procedure for and effect of involuntary termination (a)...
§ 14.22. Reinstatement following involuntary dissolution - § 14.22. Reinstatement following involuntary dissolution (a) A corporation involuntarily...
§ 14.23. Appeal from denial of reinstatement - § 14.23. Appeal from denial of reinstatement (a) The Secretary...
§ 14.30. Grounds for judicial dissolution - § 14.30. Grounds for judicial dissolution (a) The Superior Court...
§ 14.31. Procedure for judicial dissolution - § 14.31. Procedure for judicial dissolution (a) Venue for a...
§ 14.32. Receivership or custodianship - § 14.32. Receivership or custodianship (a) A court in a...
§ 14.33. Decree of dissolution - § 14.33. Decree of dissolution (a) If after a hearing...
§ 14.40. Deposit with State Treasurer - § 14.40. Deposit with State Treasurer Assets of a dissolved...
Chapter 15 - Foreign Corporations
§ 15.01. Authority to transact business required - § 15.01. Authority to transact business required (a) A foreign...
§ 15.02. Consequences of transacting business without authority - § 15.02. Consequences of transacting business without authority (a) A...
§ 15.03. Application for certificate of authority - § 15.03. Application for certificate of authority (a) A foreign...
§ 15.04. Amended certificate of authority - § 15.04. Amended certificate of authority (a) A foreign corporation...
§ 15.05. Effect of certificate of authority - § 15.05. Effect of certificate of authority (a) A certificate...
§ 15.06. Corporate name of foreign corporation - § 15.06. Corporate name of foreign corporation (a) If the...
§ 15.07. Registered office and registered agent of foreign corporation - § 15.07. Registered office and registered agent of foreign corporation...
§ 15.08. Change of registered office or registered agent of foreign corporation - § 15.08. Change of registered office or registered agent of...
§ 15.09. Resignation of registered agent of foreign corporation - § 15.09. Resignation of registered agent of foreign corporation (a)...
§ 15.10. Service on foreign corporation - § 15.10. Service on foreign corporation (a) The registered agent...
§ 15.20. Withdrawal of foreign corporation - § 15.20. Withdrawal of foreign corporation (a) A foreign corporation...
§ 15.30. Involuntary termination - § 15.30. Involuntary termination (a) The Secretary of State shall...
§ 15.32. Appeal from revocation - § 15.32. Appeal from revocation (a) A foreign corporation may...
Chapter 16 - Records and Reports
§ 16.01. Corporate records - § 16.01. Corporate records (a) A corporation shall keep as...
§ 16.02. Inspection of records by members - § 16.02. Inspection of records by members (a) Subject to...
§ 16.03. Scope of inspection right - § 16.03. Scope of inspection right (a) A member’s agent...
§ 16.04. Court-ordered inspection - § 16.04. Court-ordered inspection (a) If a corporation does not...
§ 16.05. Limitations on use of membership list - § 16.05. Limitations on use of membership list (a) Without...
§ 16.20. Financial statements for members - § 16.20. Financial statements for members (a) A corporation upon...
§ 16.21. Report of indemnification to members - § 16.21. Report of indemnification to members If a corporation...
§ 16.22. Biennial report for Secretary of State - § 16.22. Biennial report for Secretary of State (a) Each...
Chapter 17 - Applicability
§ 17.01. Application to existing domestic corporations - § 17.01. Application to existing domestic corporations The provisions of...
§ 17.02. Application to qualified foreign corporations - § 17.02. Application to qualified foreign corporations A foreign corporation...
§ 17.03. Savings provisions - § 17.03. Savings provisions (a) Except as provided in subsection...
§ 17.04. Severability - § 17.04. Severability If any provision of this chapter or...
§ 17.05. Public benefit and mutual benefit corporations - § 17.05. Public benefit and mutual benefit corporations Each domestic...