10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke
its dissolution within 120 days after its effective date and be reinstated. (b) Revocation
of dissolution and reinstatement shall be authorized in the same manner as the dissolution
was authorized unless that authorization permitted revocation and reinstatement by action
of the board of directors alone, in which event the board of directors may revoke the dissolution
and effect the reinstatement without stockholder action. (c) After the revocation of dissolution
and reinstatement is authorized, the corporation may revoke the dissolution and effect the
reinstatement by delivering to the Secretary of State for filing a certificate of revocation
of dissolution and reinstatement, together with a copy of its certificate of dissolution,
that sets forth: (1) the name of the corporation; (2) the effective date of the dissolution
that was revoked; (3) the date that the revocation of dissolution and...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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27-20A-2
Section 27-20A-2 Chapter applicable to group, etc., policies. No group, blanket, franchise,
or association health insurance policy providing coverage on an expense incurred basis, nor
group, blanket, franchise, or association service or indemnity type contract issued by a nonprofit
corporation, nor group-type self insurance plan providing protection, insurance, or indemnity
against hospital, medical, or surgical expenses, nor health maintenance organization plan
shall be issued, delivered, executed, or renewed in this state, or approved for issuance or
renewal in this state by the Commissioner of Insurance after 90 days beyond the effective
date of this chapter, unless such policy, contract, or plan, at the option of the policyholder
or sponsor, provides benefits to any insured, subscriber, or other person covered under the
policy, contract, or plan for expenses incurred in connection with the treatment of alcoholism
when such treatment is prescribed by a duly licensed doctor of...
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10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is authorized,
the corporation may dissolve by delivering to the Secretary of State for filing a certificate
of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution
was authorized; (3) if dissolution was approved by the stockholders, a statement that the
proposal to dissolve was duly approved by the stockholders in the manner required by this
chapter and by the certificate of incorporation; and (4) the unique identifying number or
other designation as assigned by the Secretary of State. (b) The certificate of dissolution
shall take effect at the effective date determined in accordance with Article 4 of Chapter
1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c)
For purposes of this Division A of this Article 14, "dissolved corporation" means
a corporation whose certificate of dissolution has become effective and includes a...
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10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) The circuit court for the county
in which the corporation's principal office is located in this state, and if none in this
state, the circuit court for the county in which the corporation's most recent registered
office is located may dissolve a corporation: (1) in a proceeding by the Attorney General
if it is established that: (i) the corporation obtained its certificate of incorporation through
fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon
it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors
are deadlocked in the management of the corporate affairs, the stockholders are unable to
break the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or...
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22-8A-9
Section 22-8A-9 Withholding or withdrawal of treatment, etc., not suicide; execution of advance
directive not to affect sale, etc., of life or health insurance nor be condition for receipt
of treatment, etc.; provisions of chapter cumulative. (a) The withholding or withdrawal of
life-sustaining treatment or artificially provided nutrition and hydration from a patient
in accordance with the provisions of this chapter shall not, for any purpose, constitute a
suicide and shall not constitute assisting suicide. (b) The making of an advance directive
for health care pursuant to this chapter shall not affect in any manner the sale, procurement,
or issuance of any policy of life or health insurance, nor shall it be deemed to modify the
terms of an existing policy of life or health insurance. No policy of life or health insurance
shall be legally impaired or invalidated in any manner by the withholding or withdrawal of
life-sustaining treatment or artificially provided nutrition and hydration...
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10A-2A-13.20
Section 10A-2A-13.20 Notice of appraisal rights. (a) Where any corporate action specified in
Section 10A-2A-13.02(a) is to be submitted to a vote at a stockholders' meeting, the meeting
notice (or where no approval of the corporate action is required pursuant to Section 10A-2A-11.04(j),
the offer made pursuant to Section 10A-2A-11.04(j)), must state that the corporation has concluded
that appraisal rights are, are not, or may be available under this Article 13. If the corporation
concludes that appraisal rights are or may be available, a copy of this Article 13 must accompany
the meeting notice or offer sent to those record stockholders entitled to exercise appraisal
rights. (b) In a merger pursuant to Section 10A-2A-11.05, the parent entity shall notify in
writing all record stockholders of the subsidiary who are entitled to assert appraisal rights
that the corporate action became effective. The notice shall be sent within 10 days after
the corporate action became effective and...
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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic stock
insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying
with the applicable provisions of the statutes of this state governing the merger or consolidation
of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) No such merger or consolidation shall be effectuated unless in advance thereof the plan
and agreement therefor have been filed with the commissioner and approved in writing by him
after a hearing thereon. The commissioner shall give such approval within a reasonable time
after such filing unless he finds such plan or agreement: (1) Is contrary to law; (2) Inequitable
to the stockholders of any domestic insurer involved; or (3) Would substantially reduce the
security of, and service to be rendered to, policyholders of the domestic insurer in this
state or elsewhere. (c) No director, officer, agent, or...
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35-12-72
Section 35-12-72 Presumption of abandonment. (a) Property is presumed abandoned if it is unclaimed
by the apparent owner during the time set forth below for the particular property: (1) Traveler's
checks, 15 years after issuance. (2) Money order, five years after issuance. (3) A demand,
savings, or time deposit including a deposit that is automatically renewable, three years
after the earlier of maturity, as extended from time to time, or the date of the last indication
by the apparent owner of interest in the property. (4) Tangible and intangible property held
in a safe deposit box or other safekeeping depository in this state in the ordinary course
of the holder's business and proceeds resulting from the sale of the property permitted by
other law, three years after expiration of the lease or rental period on the box or other
depository. (5) Money or credits owed to a customer as a result of a retail business transaction,
one year after the obligation accrued. (6) Property in an...
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22-21-363
Section 22-21-363 Application for certificate of authority; contents. (a) The incorporators
shall file with the commissioner an application for a certificate of authority to do business
upon a form to be furnished by the department, which shall include or have attached the following:
(1) The names, and for the preceding 10 years, all addresses and all occupations of all incorporators
and proposed directors and officers; (2) A certified copy of the corporate articles and bylaws
and all amendments thereto, a list of the names, addresses, and occupations of all directors
and principal officers and, if previously incorporated, for the three most recent years, the
corporation annual statements and reports; (3) All agreements relating to the corporation
to which any incorporator or proposed director or officer is a party; (4) A statement of the
amount and sources of the funds available for organization expenses and the proposed arrangements
for reimbursement and compensation of incorporators...
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