§ 20.01. Law applicable This chapter shall apply only to close corporations organized under this chapter. The provisions of this title other than those set forth in this chapter shall apply to close corporations in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a close corporation terminates […]
§ 20.02. Close corporation defined A close corporation is a corporation organized under this chapter whose articles of incorporation: (1) Include the following statement: “This corporation is a close corporation”. (2) Contain the provisions required by subsection 2.02(a) of this title. (3) Provide that all of the corporation’s issued and outstanding stock of all classes […]
§ 20.03. Incorporation of a close corporation A close corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provisions required by section 20.02 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
§ 20.04. Election of existing corporation to become a close corporation (a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorporation, which shall contain the provisions required by section 20.02 of this […]
§ 20.05. Additional articles of incorporation (a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of […]
§ 20.06. Bylaws A close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 20.07 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
§ 20.07. Annual meeting (a) The annual meeting date for a close corporation is the first business day after February 1 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 20.09 of this title fixes a different date. (b) A close corporation need not hold an annual meeting unless one or […]
§ 20.08. Elimination of board of directors (a) A close corporation may operate without a board of directors as required by section 8.03 of this title only if its articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each […]
§ 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 (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 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 (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 (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 (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 […]
§ 20.15. Judicial dissolution (a) The Superior Court of the county in which the registered office of the corporation is located may entertain a petition of any shareholder for involuntary dissolution of any close corporation pursuant to sections 14.30-14.33 of this title. (b) Any one or more shareholders desiring to continue the business of a […]
§ 20.16. Special voting requirements (a) Unless a provision of this chapter specifically provides otherwise, an amendment to the articles of incorporation 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 […]
