Section 10A-30-2.04

Voluntary termination of close corporation status by amendment of certificate of formation; vote required; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995.

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations except such provisions as are permitted by Chapter 2 which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with Article 10 of Chapter 2, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding.

(b) The certificate of formation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than one-third or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed, or modified by any vote less than that required to terminate the corporation's status as a close corporation.

(Acts 1980, No. 80-633, p. 1094, §165; §10-2A-304; amended and renumbered by Act 2009-513, p. 967, §374.)