§31D-14-1402. Dissolution by Board of Directors and Shareholders
(a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation […]
§31D-14-1403. Articles of Dissolution
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation;
§31D-14-1404. Revocation of Dissolution
(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the […]
§31D-13-1331. Court Costs and Counsel Fees
(a) The court in an appraisal proceeding commenced under section one thousand three hundred thirty of this article shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all […]
§31D-13-1302. Right to Appraisal
(a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party: (A) If shareholder approval is required for the merger by section one thousand […]
§31D-13-1303. Assertion of Rights by Nominees and Beneficial Owners
(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of […]
§31D-13-1320. Notice of Appraisal Rights
§31D-13-1320. Notice of appraisal rights. (a) If proposed corporate action described in subsection (a), section one thousand three hundred two of this article is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not or may be entitled to assert […]
§31D-13-1321. Notice of Intent to Demand Payment
(a) If proposed corporate action requiring appraisal rights under section one thousand three hundred two of this article is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) Must deliver to the corporation before the vote is taken […]
§31D-13-1322. Appraisal Notice and Form
(a) If proposed corporate action requiring appraisal rights under subsection (a), section one thousand three hundred two of this article becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision (1), subsection (b) of this section to all shareholders who satisfied the requirements of section one thousand three hundred twenty-one […]
§31D-13-1323. Perfection of Rights; Right to Withdraw
(a) A shareholder who receives notice pursuant to section one thousand three hundred twenty-two of this article and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in […]