AB 239: Revises provisions relating to business entities. (BDR 7-669)

Summary

AN ACT relating to business entities; revising provisions relating to notice or other communications by business entities; making a conforming change relating to fiduciary duties owed by directors and officers of a corporation; revising provisions governing voting relating to the approval of a reverse stock split of a corporation; removing certain provisions governing the issuance of shares of a corporation; making changes to certain approvals by a board of directors; clarifying provisions relating to voting agreements by stockholders; revising provisions governing the amendment of articles of incorporation after issuance of stock; revising certain terms relating to business entities; revising provisions relating to the last known address of members and managers of a limited-liability company and the dissolution of a limited-liability company; establishing a process by which a corporation may reorganize through the formation of a holding corporation; revising provisions relating to the approval of a plan of merger, conversion or exchange of a domestic corporation and the conversion of a domestic entity into a foreign entity; revising provisions governing the right of a stockholder to dissent from certain corporate actions; making various other changes relating to business entities; and providing other matters properly relating thereto.

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May 30, 2025

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