16.02.300 Dissolution by Action of Board and Shareholders; Certificate of Dissolution

(a) A corporation may be dissolved by action of its board and shareholders as provided in this Chapter.

(b) A corporation's board may propose dissolution for action by the shareholders.

(c) The board must recommend dissolution to the shareholders unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders.

(d) The board may condition its submission of the proposal for dissolution on any basis.

(e) The proposed dissolution shall be submitted for approval at a meeting of shareholders. Notice shall be given to each shareholder of record whether or not entitled to vote at the meeting within the time and in the manner as provided in this title for the giving of notice of meetings of shareholders, and shall state that a purpose of the meeting is to vote on dissolution of the corporation.

(f) At the meeting a vote of shareholders shall be taken on the proposed dissolution. The dissolution shall be approved upon receiving the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon.

(g) If the dissolution is approved, it shall be effected by the execution and filing of Articles of Dissolution in accordance with Chapter 16.01, Subchapter 7 of this title: