Title 14, Chapter 2, Section 931
( 14-2-931)
(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section 14-2-922, the amendment must either comply with Code Section 14-2-801 or delete the statement dispensing with the board of directors from its articles of incorporation. (b) An amendment terminating statutory close corporation status must
be approved by the holders of at least two-thirds of the votes of
each class or series of shares of the corporation, voting as
separate voting groups, whether or not the holders are otherwise
entitled to vote on amendments. (c) If an amendment to terminate statutory close corporation status
is adopted, each shareholder who voted against the amendment is
entitled to assert dissenters' rights under Article 13 of this
chapter. |