Section 10-2A-312 Shareholders' option to dissolve corporation.
Section 10-2A-312
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 of shares, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising such option shall give written notice thereof to all other shareholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented in writing to dissolution of the corporation as provided by Section 10-2A-181.
(b) If the articles of incorporation as originally filed do not contain a provision authorized by subsection (a) of this section, the articles may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding shares, whether or not entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which shall be not less than two-thirds of all the outstanding shares whether or not entitled to vote.
(c) Each certificate for shares in any corporation whose articles of incorporation authorize dissolution as permitted by this section shall conspicuously note on the face thereof the existence of the provision. Unless noted conspicuously on the face of the certificate for shares the provision is ineffective.
(Acts 1980, No. 80-633, p. 1094, §173.)