Revises provisions relating to business entities. (BDR 7-669)
What changed between versions
Establishes a new process allowing corporations to reorganize by forming a holding corporation and exchanging old shares for new ones.
Updates dissolution procedures by replacing the term 'certificate of dissolution' with 'articles of dissolution' or 'record of dissolution' where applicable.
Clarifies that materials included in corporate notices are automatically considered part of the official communication.
Revises voting rules for reverse stock splits to require approval from the specific class or series of stockholders affected.
Allows boards of directors to approve merger plans and other corporate actions in preliminary forms rather than requiring final form immediately.
Permits voting agreements between stockholders to explicitly include private corporations as parties.
Clarifies that adding new stock series to a corporation does not negatively affect the rights of existing stock series.
Updates the right to dissent provisions to establish dissent as the exclusive remedy for eligible stockholders.
Allows limited-liability companies to list either a residence or business address for members and managers in certain records.
Removes the term 'share dividend' from provisions governing the issuance of corporate shares.