What are the bylaws for dissolution and share handling in a corporation?

Full question:

For Bylaws for a corporation (for profit) is there a form provision for 'dissolution' of the entity and then how shares are handled? As well as authorizing new shares for new partners (process for same)?

  • Category: Corporations
  • Subcategory: Corporate Dissolution
  • Date:
  • State: Colorado

Answer:

A preincorporation or shareholder agreement outlines how shares are managed, especially in cases of a deceased shareholder or someone wishing to sell their stock. Such agreements often include restrictions to maintain control among existing shareholders. Information about the dissolution of a corporation and the authorization of new shares can also be included in a shareholder agreement.

The corporation's articles of incorporation specify key details, including its name, duration (limited or perpetual), business purpose, number of shares issued, types and preferences of shares, and the registered agent's information. Bylaws, on the other hand, establish rules for the conduct of corporate officers, directors, and shareholders, including meeting times, locations, and voting requirements.

The articles of incorporation or bylaws will also determine the number of directors on the board and the length of their terms.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

To voluntarily dissolve a corporation, the board of directors must first approve a resolution for dissolution. Following this, the shareholders typically need to vote on the dissolution. The corporation must then file articles of dissolution with the state, which officially ends its existence. It's important to settle any outstanding debts and obligations before dissolution.