Section 10A-30-2.12

Shareholders' option to dissolve corporation; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995.

(a) The certificate of formation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class of shares, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising the option shall give written notice thereof to all other shareholders. After the expiration of 30 days following the sending of the notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented in writing to dissolution of the corporation as provided by Section 10A-2-14.02.

(b) If the certificate of formation as originally filed does not contain a provision authorized by subsection (a), the certificate of formation may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding shares, whether or not entitled to vote, unless the certificate of formation specifically authorizes such an amendment by a vote which shall be not less than two-thirds of all the outstanding shares whether or not entitled to vote.

(c) Each certificate for shares in any corporation whose certificate of formation authorizes dissolution as permitted by this section shall conspicuously note on the face thereof the existence of the provision. Unless noted conspicuously on the face of the certificate for shares the provision is ineffective.

(Acts 1980, No. 80-633, p. 1094, §173; §10-2A-312; amended and renumbered by Act 2009-513, p. 967, §374.)