§ 4-26-620 - Distributions in partial liquidation.
4-26-620. Distributions in partial liquidation.
The board of directors of a corporation may from time to time distribute to its shareholders in partial liquidation out of capital surplus, other than a revaluation surplus, of the corporation a portion of its assets, in cash or property, subject to the following provisions:
(1) No distribution shall be made if there is a reasonable ground for believing that as a result thereof the corporation would be unable to meet its obligations as they become due in the ordinary course of business or that the fair value of the remaining assets of the corporation would be less than one and one-fourth (11/4) times the amount of its liabilities to creditors.
(2) The distribution shall be made only upon a determination by the board of directors that the assets of the corporation are in excess of the needs of its business and upon authorization evidenced by resolution adopted by the holders of a majority of the shares of each class, whether or not otherwise entitled to vote.
(3) No distribution shall be made to the holders of any class of shares unless all cumulative dividends accrued on all preferred or special classes of shares entitled to preferential dividends shall have been fully paid.
(4) No distribution shall be made to the holders of any class of shares which would reduce the remaining net assets of the corporation below the aggregate preferential amount payable in event of voluntary liquidation to the holders of shares having preferential rights to the assets of the corporation in the event of liquidation.
(5) Each such distribution when made shall be identified as a distribution in partial liquidation and the amount per share disclosed to the shareholders receiving the same concurrently with the distribution thereof.