§ 21.05. Election of existing corporation to become a benefit corporation
§ 21.05. Election of existing corporation to become a benefit corporation Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. The amendment shall be adopted and shall become […]
§ 21.06. Merger and share exchange
§ 21.06. Merger and share exchange (a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that: (1) the notice of the meeting of shareholders that will approve the […]
§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required
§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required A corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by subdivision 21.03(a)(1) of this title to meet the definition of […]
§ 21.08. Corporate purpose
§ 21.08. Corporate purpose (a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01(a) of this title. (b) The articles of incorporation of a benefit corporation may identify one or more […]
§ 20.09. Shareholder agreements
§ 20.09. Shareholder agreements (a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders […]
§ 20.10. Merger or consolidation
§ 20.10. Merger or consolidation (a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a […]
§ 20.11. Limitations on continuation of close corporation status
§ 20.11. Limitations on continuation of close corporation status The status of a close corporation subject to the provisions of this chapter shall continue until: (1) the close corporation files with the Secretary of State articles of amendment deleting from its articles of incorporation any or all of the provisions required by section 20.02 of […]
§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to delete any or all of the provisions required by section 20.02 of […]
§ 20.13. Shareholders’ option to dissolve corporation
§ 20.13. Shareholders’ option to dissolve corporation (a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class, an option to have the corporation dissolved upon the occurrence of any specified event or contingency. […]
§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status
§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status (a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of section 20.02 of this title. Such notification shall be made within 30 […]