Subchapter I. General Provisions. | Back to Top |
Part A. Short Title, Definitions, and Notice. |
§ 29-301.01. Short title. |
§ 29-301.02. Definitions. |
§ 29-301.03. Notice. |
§ 29-301.04. Reference to extrinsic facts in plans or filed documents. |
Part B. Number of Shareholders; Qualified Director; Householding. |
§ 29-301.20. Number of shareholders. |
§ 29-301.21. Qualified director. |
§ 29-301.22. Householding. |
Subchapter II. Incorporation. | Back to Top |
§ 29-302.01. Incorporators. |
§ 29-302.02. Articles of incorporation. |
§ 29-302.03. Incorporation. |
§ 29-302.04. Liability for preincorporation transactions. |
§ 29-302.05. Organization of corporation. |
§ 29-302.06. Bylaws. |
§ 29-302.07. Emergency bylaws. |
Subchapter III. Purposes and Powers. | Back to Top |
§ 29-303.01. Purposes. |
§ 29-303.02. General powers. |
§ 29-303.03. Emergency powers. |
§ 29-303.04. Ultra vires. |
Subchapter IV. Shares and Distributions. | Back to Top |
Part A. Shares. |
§ 29-304.01. Authorized shares. |
§ 29-304.02. Terms of class or series determined by board of directors. |
§ 29-304.03. Issued and outstanding shares. |
§ 29-304.04. Fractional shares. |
Part B. Issuance of Shares. |
§ 29-304.20. Subscription for shares before incorporation. |
§ 29-304.21. Issuance of shares. |
§ 29-304.22. Liability of shareholders. |
§ 29-304.23. Share dividends. |
§ 29-304.24. Share options. |
§ 29-304.25. Form and content of certificates. |
§ 29-304.26. Shares without certificates. |
§ 29-304.27. Restriction on transfer of shares and other securities. |
§ 29-304.28. Expense of issue. |
Part C. Subsequent Acquisition of Shares by Shareholders and Corporation. |
§ 29-304.40. Shareholders' preemptive rights. |
§ 29-304.41. Corporation's acquisition of its own shares. |
Part D. Distributions to Shareholders. |
§ 29-304.60. Distributions to shareholders. |
Subchapter V. Shareholders. | Back to Top |
Part A. Meetings. |
§ 29-305.01. Annual meeting. |
§ 29-305.02. Special meeting. |
§ 29-305.03. Court-ordered meeting. |
§ 29-305.04. Action without meeting. |
§ 29-305.05. Notice of meeting. |
§ 29-305.06. Waiver of notice. |
§ 29-305.07. Record date. |
§ 29-305.08. Conduct of the meeting. |
Part B. Voting. |
§ 29-305.20. Shareholders' list for meeting. |
§ 29-305.21. Voting entitlement of shares. |
§ 29-305.22. Proxies. |
§ 29-305.23. Shares held by nominees. |
§ 29-305.24. Corporation's acceptance of votes. |
§ 29-305.25. Quorum and voting requirements for voting groups. |
§ 29-305.26. Action by single and multiple voting groups. |
§ 29-305.27. Greater quorum or voting requirements. |
§ 29-305.28. Voting for directors; cumulative voting. |
§ 29-305.29. Inspectors of election. |
Part C. Voting Trusts and Agreements. |
§ 29-305.40. Voting trusts. |
§ 29-305.41. Voting agreements. |
§ 29-305.42. Shareholder agreements. |
Part D. Derivative Proceedings. |
§ 29-305.50. Definitions. |
§ 29-305.51. Standing. |
§ 29-305.52. Demand. |
§ 29-305.53. Stay of proceedings. |
§ 29-305.54. Dismissal. |
§ 29-305.55. Discontinuance or settlement. |
§ 29-305.56. Payment of expenses. |
§ 29-305.57. Applicability to foreign corporations. |
Part E. Proceeding to Appoint Custodian or Receiver. |
§ 29-305.70. Shareholder action to appoint custodian or receiver. |
Subchapter VI. Directors and Officers. | Back to Top |
Part A. Board of Directors. |
§ 29-306.01. Requirement for and functions of board of directors. |
§ 29-306.02. Qualifications of directors. |
§ 29-306.03. Number and election of directors. |
§ 29-306.04. Election of directors by certain classes of shareholders. |
§ 29-306.05. Terms of directors generally. |
§ 29-306.06. Staggered terms for directors. |
§ 29-306.07. Resignation of directors. |
§ 29-306.08. Removal of directors by shareholders. |
§ 29-306.09. Removal of directors by judicial proceeding. |
§ 29-306.10. Vacancy on board. |
§ 29-306.11. Compensation of directors. |
Part B. Meetings and Action of the Board. |
§ 29-306.20. Meetings. |
§ 29-306.21. Action without meeting. |
§ 29-306.22. Notice of meeting. |
§ 29-306.23. Waiver of notice. |
§ 29-306.24. Quorum and voting. |
§ 29-306.25. Committees. |
Part C. Directors. |
§ 29-306.30. Standards of conduct for directors. |
§ 29-306.31. Standards of liability for directors. |
§ 29-306.32. Directors' liability for unlawful distributions. |
Part D. Officers. |
§ 29-306.40. Officers. |
§ 29-306.41. Functions of officers. |
§ 29-306.42. Standards of conduct for officers. |
§ 29-306.43. Resignation and removal of officers. |
§ 29-306.44. Contract rights of officers. |
Part E. Indemnification and Advance for Expenses. |
§ 29-306.50. Definitions. |
§ 29-306.51. Permissible indemnification. |
§ 29-306.52. Mandatory indemnification. |
§ 29-306.53. Advance for expenses. |
§ 29-306.54. Court-ordered indemnification and advance for expenses. |
§ 29-306.55. Determination and authorization of indemnification. |
§ 29-306.56. Indemnification of officers. |
§ 29-306.57. Insurance. |
§ 29-306.58. Variation by corporate action; application of part. |
§ 29-306.59. Exclusivity of part. |
Part F. Directors' Conflicting Interest Transactions. |
§ 29-306.70. Definitions. |
§ 29-306.71. Judicial action. |
§ 29-306.72. Directors' action. |
§ 29-306.73. Shareholders' action. |
Part G. Business Opportunities. |
§ 29-306.80. Business opportunities. |
Subchapter VII. Domestication. | Back to Top |
§ 29-307.01. Domestication. |
§ 29-307.02. Action on a plan of domestication. |
§ 29-307.03. Articles of domestication. |
§ 29-307.04. Surrender of charter upon domestication. |
§ 29-307.05. Effect of domestication. |
§ 29-307.06. Abandonment of a domestication. |
Subchapter VIII. Amendment of Articles of Incorporation and Bylaws. | Back to Top |
Part A. Amendment of Articles of Incorporation. |
§ 29-308.01. Authority to amend. |
§ 29-308.02. Amendment before issuance of shares. |
§ 29-308.03. Amendment by board of directors and shareholders. |
§ 29-308.04. Voting on amendments by voting groups. |
§ 29-308.05. Amendment by board of directors. |
§ 29-308.06. Articles of amendment. |
§ 29-308.07. Restated articles of incorporation. |
§ 29-308.08. Amendment pursuant to reorganization. |
§ 29-308.09. Effect of amendment. |
Part B. Amendment of Bylaws. |
§ 29-308.20. Amendment by board of directors or shareholders. |
§ 29-308.21. Bylaw increasing quorum or voting requirement for directors. |
§ 29-308.22. Bylaw provisions relating to the election of directors. |
Subchapter IX. Merger and Share Exchanges. | Back to Top |
§ 29-309.01. Definitions. |
§ 29-309.02. Merger. |
§ 29-309.03. Share exchange. |
§ 29-309.04. Action on a plan of merger or share exchange. |
§ 29-309.05. Merger between parent and subsidiary or between subsidiaries. |
§ 29-309.06. Articles of merger or share exchange. |
§ 29-309.07. Effect of merger or share exchange. |
§ 29-309.08. Abandonment of a merger or share exchange. |
Subchapter X. Disposition of Assets. | Back to Top |
§ 29-310.01. Disposition of assets not requiring shareholder approval. |
§ 29-310.02. Shareholder approval of certain dispositions. |
Subchapter XI. Appraisal Rights. | Back to Top |
Part A. Right to Appraisal and Payment for Shares. |
§ 29-311.01. Definitions. |
§ 29-311.02. Right to appraisal. |
§ 29-311.03. Assertion of rights by nominees and beneficial owners. |
Part B. Procedure for Exercise of Appraisal Rights. |
§ 29-311.10. Notice of appraisal rights. |
§ 29-311.11. Notice of intent to demand payment and consequences of voting or consenting. |
§ 29-311.12. Appraisal notice and form. |
§ 29-311.13. Perfection of rights; right to withdraw. |
§ 29-311.14. Payment. |
§ 29-311.15. After-acquired shares. |
§ 29-311.16. Procedure if shareholder dissatisfied with payment or offer. |
Part C. Judicial Appraisal of Shares. |
§ 29-311.30. Judicial proceeding. |
§ 29-311.31. Court costs and expenses. |
Part D. Other Remedies. |
§ 29-311.50. Other remedies limited. |
Subchapter XII. Dissolution. | Back to Top |
Part A. Voluntary Dissolution. |
§ 29-312.01. Dissolution by incorporators or initial directors. |
§ 29-312.02. Dissolution by board of directors and shareholders. |
§ 29-312.03. Articles of dissolution. |
§ 29-312.04. Revocation of dissolution. |
§ 29-312.05. Effect of dissolution. |
§ 29-312.06. Known claims against dissolved corporation. |
§ 29-312.07. Other claims against dissolved corporation. |
§ 29-312.08. Judicial proceedings. |
§ 29-312.09. Director duties. |
Part B. Judicial Dissolution. |
§ 29-312.20. Grounds for judicial dissolution. |
§ 29-312.21. Procedure for judicial dissolution. |
§ 29-312.22. Receivership or custodianship. |
§ 29-312.23. Decree of dissolution. |
§ 29-312.24. Election to purchase in lieu of dissolution. |
Part C. Miscellaneous. |
§ 29-312.40. Deposit with Mayor. |
Subchapter XIII. Records and Reports. | Back to Top |
Part A. Records. |
§ 29-313.01. Corporate records. |
§ 29-313.02. Inspection of records by shareholders. |
§ 29-313.03. Scope of inspection right. |
§ 29-313.04. Court-ordered inspection. |
§ 29-313.05. Inspection of records by directors. |
§ 29-313.06. Exception to notice requirement. |
Part B. Reports. |
§ 29-313.07. Financial statements for shareholders. |
Subchapter XIV. Transition Provisions. | Back to Top |
§ 29-314.01. Application to existing domestic corporations. |
§ 29-314.02. Application to qualified foreign corporations. |