§ 10-33-94 — Transfer of assets - When permitted

1. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or
substantially all of the property and assets only as provided in this section.
2. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of
a majority of directors, may sell, lease, transfer, or dispose of all or substantially all of
its property and assets in the usual and regular course of its activities, upon those
terms and conditions and for those considerations, which may be money, securities, or
other instruments for the payment of money or other property, as the board considers
expedient. Member approval is not required under this subsection.
3. A corporation, by affirmative vote of a majority of all directors, may sell, lease, transfer,
or dispose of all or substantially all of its property and assets, including its goodwill, not
in the usual and regular course of its activities, upon those terms and conditions and

for those considerations, which may be money, securities, or other instruments for the
payment of money or other property, as the board considers expedient.
a. If there are members with voting rights, then the sale, lease, transfer, or
disposition must be submitted to the members under subdivision c. If there are
not members with voting rights, then member approval is not required.
b. Written notice of the meeting must be given to each member with voting rights
within the time and in the manner provided in section 10-33-68 for notice of
meetings of members.
c. Whether the meeting is an annual or special meeting, the notice must state that a
purpose of the meeting is to consider the sale, lease, transfer, or other disposition
of all or substantially all of the property and assets of the corporation. The sale,
lease, transfer, or disposition must be approved at a regular or special meeting of
the members by the affirmative vote of the majority of the members with voting
rights voting on the action.
d. Unless otherwise provided in its articles or bylaws and subject to subsection 1 of
section 10-33-82, a corporation may, by the affirmative vote of a majority of
directors, grant a security interest in all or substantially all of its property and
assets whether in the usual and regular course of its activities, upon those terms
and conditions and for those considerations, which may be money, securities, or
other instruments for the payment of money or other property as the board
considers expedient. Member approval is not required under this subsection.
4. If applicable, a corporation shall comply with sections 10-33-122 and 10-33-144 before
selling, leasing, transferring, or disposing of all or substantially all of the corporation's
assets under this section.
5. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease,
transfer, or other disposition may be signed and delivered at any time in the name of
the transferor by its current officers or, if the corporation no longer exists, by its last
officers.
6. The transferee is liable for the debts, obligations, and liabilities of the transferor only to
the extent provided in the contract or agreement between the transferee and the
transferor or to the extent provided by this chapter or other statutes of this state.