Section 10-2A-304 Voluntary termination of close corporation status by amendment of articles of incorporation; vote required. - Alabama Statutes

Section 10-2A-304

Voluntary termination of close corporation status by amendment of articles of incorporation; vote required.

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its articles of incorporation to delete therefrom the additional provisions required or permitted by Section 10-2A-301 to be stated in the articles of incorporation of close corporations except such provisions as are permitted by this chapter which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with Section 10-2A-115, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding.

(b) The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than one-third or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the corporation's status as a close corporation.

(Acts 1980, No. 80-633, p. 1094, §165.)