Dissolution of corporation Flashcards
what vote is required to approve dissolution? what owners would need to vote in favor? if shareholders vote in favor of dissolving corporation, what type would you reccommend and why? what type would you not recommend and whY?
For a corporation to voluntarily dissolve, there must be a majority vote of the shareholder voting power present at special meeting called for the purpose of voting on dissolution. Meeting can be called by shareholders holding at least 20% of outstanding shares.
if a majority of the voting power vote in favor of dissolution, the corporation can be voluntarily dissolved simply by filing papers for dissolution with Secretary of State and after the liquidation procedures are followed, the corporation will cease to exist. THis would be superior approach to any shareholder pursuing an involuntary dissolution, which requires filing a lawsuit asking for a court to find necessary conditions to decree a dissolution, simply because the cost and disruption of a judicial proceeding would be avoided.
what are the two options for dissolving a louisiana corporation and must the proceedings be filed ina court of law
a corporation can be dissolved voluntarily or involuntarily. a voluntary dissolution does not require a court filing, but is simply filed with Secretary of State after being proposed by either the board of directors or anyone authorized to call a special meeting and then authorized by a majority of shareholder voting power present at meeting. Involuntary dissolution does require a court filing that initiates a suit asking for judicial dissolution. such suit can be commenced by a majority of the board of directors, shareholders controlling at least 20% of voting shares, frustrated creditors with judgment, or corporate receiver
how may a foreign corporation do business within lousisana?
they must first get a certificate of authoirty from Secretary of State.
what is a quorum? (for directors)
a majority of existing board, a majority of those present must vote to act on something
what is a shareholder quorum?
a majority of total voting power
how may a director be voted in by straight voting?
majority of votes cast
how may a director be voted in by cumulative vote?
those with the most votes will win (top five for example)
How may a director be removed?
majority of total voting power at a special meeting called
