Amendment pursuant to reorganization

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  1. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by § 4-27-202.

  2. (b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:

    1. (1) the name of the corporation;

    2. (2) the text of each amendment approved by the court;

    3. (3) the date of the court's order or decree approving the articles of amendment;

    4. (4) the title of the reorganization proceeding in which the order or decree was entered; and

    5. (5) a statement that the court had jurisdiction of the proceeding under federal statute.

  3. (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

  4. (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.


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