§31D-13-1324. Payment
(a) Except as provided in section one thousand three hundred twenty-five of this article, within thirty days after the form required by paragraph (B), subdivision (2), subsection (b), section one thousand three hundred twenty-two of this article is due, the corporation shall pay in cash to those shareholders who complied with subsection (a), section one […]
§31D-13-1325. After-Acquired Shares
(a) A corporation may elect to withhold payment required by section one thousand three hundred twenty-four of this article from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to […]
§31D-13-1326. Procedure if Shareholder Dissatisfied With Payment or Offer
(a) A shareholder paid pursuant to section one thousand three hundred twenty-four of this article who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest and less any payment due under […]
§31D-13-1330. Court Action
§31D-13-1330. Court action. (a) If a shareholder makes demand for payment under section one thousand three hundred twenty-six of this article which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the […]
§31D-11-1108. Abandonment of a Merger or Share Exchange
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved […]
§31D-11-1109. Conversion of a Domestic Corporation to a Domestic Limited Liability Company
(a) A corporation of this state may convert to a limited liability company, in accordance with this section. (b) The Board of Directors of the corporation which desires to convert under this section shall adopt a plan of conversion approving the conversion and recommending the approval of the conversion by the shareholders of the corporation. […]
§31D-12-1201. Disposition of Assets Not Requiring Shareholder Approval
No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide: (1) To sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
§31D-12-1202. Shareholder Approval of Certain Dispositions
(a) A sale, lease, exchange or other disposition of assets, other than a disposition described in section one thousand two hundred one of this article, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least […]
§31D-13-1301. Definitions
§31D-13-1301. Definitions. In this article: (1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive. For purposes of subdivision (4), subsection (b), section one thousand three hundred two of this article, a person is […]
§31D-11-1103. Share Exchange
(a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares […]