§ 4-26-615 - Reduction of stated capital.
4-26-615. Reduction of stated capital.
(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner:
(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting;
(2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders;
(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.
(b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with 4-26-1201, which statement shall be verified by one (1) of the officers signing the statement and shall set forth:
(1) The name of the corporation;
(2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption;
(3) The number of shares outstanding and the number of shares entitled to vote thereon;
(4) The number of shares voted for and against such reduction, respectively;
(5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction.
(c) When the statement is filed in accordance with 4-26-1201, the stated capital of the corporation shall be reduced as therein set forth.
(d) No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300).