16-10a-1402 - Authorization of dissolution after issuance of shares.
16-10a-1402. Authorization of dissolution after issuance of shares.
(1) After shares have been issued, dissolution of a corporation may be authorized in themanner provided in Subsection (2).
(2) For a proposal to dissolve the corporation to be authorized:
(a) the board of directors must recommend dissolution to the shareholders unless theboard of directors determines that because of a conflict of interest or other special circumstancesit should make no recommendation and communicates the basis for its determination to theshareholders; and
(b) the shareholders entitled to vote on the proposal must approve the proposal todissolve as provided in Subsection (5).
(3) The board of directors may condition the effectiveness of the dissolution on anybasis.
(4) The corporation shall give notice in accordance with Section 16-10a-705 to eachshareholder entitled to vote on the proposal to dissolve, of the proposed shareholders' meeting atwhich the proposal to dissolve will be voted upon. The notice shall state that the purpose or oneof the purposes of the meeting is to consider the proposal to dissolve the corporation.
(5) The proposal to dissolve must be approved by each voting group entitled to voteseparately on the proposal, by a majority of all the votes entitled to be cast on the proposal by thatvoting group, unless a greater vote is required by the articles of incorporation, the initial bylawsor the bylaws amended pursuant to Section 16-10a-1021, or the board of directors actingpursuant to Subsection (3).
Amended by Chapter 378, 2010 General Session