30-1-1402 DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.
CORPORATIONS
CHAPTER 1
GENERAL BUSINESS CORPORATIONS
PART 14.
DISSOLUTION
30-1-1402. Dissolution by board of directors and shareholders. (1) A corporation’s board of directors may propose dissolution for submission to the shareholders.
(2) For a proposal to dissolve to be adopted:
(a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposal for dissolution on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.
(5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.