Vermont Statutes Title 11 Sec. 20-13
Terms Used In Vermont Statutes Title 11 Sec. 20-13
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See
§ 20.13. Shareholders’ option to dissolve corporation
(a) The articles of incorporation 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, an option to have the corporation dissolved upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising such option shall give written notice thereto to all other shareholders. After the expiration of 30 days following the sending of such 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.
(b) If the articles of incorporation as originally filed do not contain a provision authorized by subsection (a) of this section, the articles of incorporation may be amended to include such provision if adopted by the affirmative vote of the holders of record of all the outstanding shares of each class of the corporation.
(c) Every share certificate representing shares issued by a close corporation whose articles of incorporation authorize dissolution as permitted by this section shall conspicuously note on the face or back thereof the existence of the provision. Unless noted conspicuously on the face or back of the share certificate, the provision shall be ineffective.
(d) Dissolution of a close corporation pursuant to section 14.02 of this title shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group, and the affirmative vote of the holders of at least two-thirds of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)