Chapter 01 - General Corporation Law

30.0101 Definitions.

As used in this chapter and Chapters 30.02 an…

30.0102 Certificate of incorporation-Change by Governor.

The certificate of incorporation of any corpo…

30.0103 Review of decisions of Governor.

(a) A party aggrieved by an adverse decision…

30.0104 Name of corporation to be distinct.

(a) The name of each corporation must be such…

30.0105 Principal place of business.

(a) Any corporation organized under the laws…

30.0106 Incorporation and stock increase fees.

(a) Corporations organized for a period of ye…

30.0110 Who may incorporate.

Three or more persons of full age, at least 2…

30.0111 Articles of incorporation – Required.

Before commencing any business except their o…

30.0112 Articles of incorporation – Approval and endorsement.

The articles of incorporation shall then be f…

30.0113 Articles of incorporation – Filing.

When articles of incorporation and amendments…

30.0114 Articles of incorporation – Contents.

Articles of incorporation shall contain: (1)…

30.0115 Articles of incorporation – Additional provisions.

The articles of incorporation may also contai…

30.0116 Beginning and duration of corporate existence.

(a) Upon executing the articles of incorporat…

30.0117 Failure to comply with organization requirements.

A bad-faith failure to substantially comply w…

30.0118 Organizational meeting – Notice.

(a) After acceptance for record of the articl…

30.0119 Adoption and change of bylaws – Posting.

The original bylaws of a corporation organize…

30.0120 Amendments – Procedure.

(a) Any corporation operating under this chap…

30.0121 Voluntary dissolution.

(a) A corporation may be dissolved in accorda…

30.0130 Corporate powers.

Every corporation organized under this chapte…

30.0131 Transfers of land.

No corporation or foreign corporation may buy…

30.0132 Ultra vires acts-Suits.

No act of a corporation and no conveyance or…

30.0133 Corporation’s acquisition of its own shares.

(a) A corporation may acquire its own shares…

30.0140 Directors – Number.

(a) The business of every corporation organiz…

30.0141 Directors-Election-Term-Vacancies.

(a) The Directors of every corporation shall…

30.0142 Directors-Voting-Proxies.

In all elections for Directors of any company…

30.0143 Officers-Term.

(a) Every corporation operating or organized…

30.0144 Liability of directors and officers.

If the Directors or officers of any corporati…

30.0150 Amounts-Payment.

(a) The amount of authorized capital stock of…

30.0151 Replacement of lost stock certificates.

The Directors of a corporation shall have the…

30.0152 Transfer of stock certificates.

(a) The Directors of a corporation have the p…

30.0153 Dividends-Source-Prohibited payments.

(a) A corporation may, by resolution of its B…

30.0154 Liability for dividends.

The following persons are liable for 6 years…

30.0155 Liability-Enforcement.

The following may enforce the liability impos…

30.0156 Extent of liability.

Nothing in this chapter or in the articles of…

30.0160 Required books and accounts – Right of inspection.

(a) Every corporation organized under the law…

30.0161 Keeping false books or accounts a misdemeanor.

The intentional keeping of false books or acc…

30.0162 Annual report – Contents – Exemptions from filing.

(a) Any corporation organized under the laws…

30.0163 Penalty for failure to file report.

Any corporation or foreign corporation failin…

30.0170 Merger.

(a) One or more corporations may merge into a…

30.0171 Share exchange.

(a) A corporation may acquire all of the outs…

30.0172 Action on plan.

(a) After adopting a plan of merger or share…

30.0173 Merger of subsidiary.

(a) A parent corporation owning at least 90 p…

30.0174 Articles of merger or share exchange.

(a) After a plan of merger or share exchange…

30.0175 Effect of merger or share exchange.

(a) When a merger takes place: (1) every othe…

30.0176 Merger or share exchange with foreign corporation.

(a) One or more foreign corporations may merg…

30.0180 Definitions.

As used in this chapter, unless the context c…

30.0181 Right to dissent.

(a) A shareholder is entitled to dissent from…

30.0182 Dissent by nominees and beneficial owners.

(a) A record shareholder may assert dissenter…

30.0190 Notice of dissenters’ rights.

(a) If proposed corporate action creating dis…

30.0191 Notice of intent to demand payment.

(a) If proposed corporate action creating dis…

30.0192 Dissenters’ notice.

(a) If proposed corporate action creating dis…

30.0193 Duty to demand payment.

(a) A shareholder sent a dissenters’ notice d…

30.0194 Share restrictions.

(a) The corporation may restrict the transfer…

30.0195 Payment.

(a) Except as provided in section 30.0197, as…

30.0196 Failure to take action.

(a) If the corporation does not take the prop…

30.0197 After acquired shares.

(a) A corporation may elect to withhold payme…

30.0198 Procedure if shareholder dissatisfied with payment or offer.

(a) A dissenter may notify the corporation in…

30.0199 Court action-Court costs and counsel fees.

(a) If a demand for payment under section 30.…