FUNDAMENTAL CORPORATE CHANGES

Question 1

Types of Fundamental Corporate Changes

Answer 1

Fundamental corporate changes are extraordinary, so the board generally cannot do them alone. They include the following types of changes:
* Amending the articles
* Merging or consolidating into another company
* Transferring substantially all assets (or having stock acquired in a “share exchange”)
* Converting to another form of business
* Dissolving

Question 2

Procedure for Fundamental Corporate Changes

Answer 2

Generally, to do any fundamental corporate change, we need (1) board action adopting a resolution of fundamental change; (2) the board submits the proposal to the shareholders with written notice;
and (3) shareholder approval.