§ 33-18-140 — Compulsory purchase of shares after death of shareholder.

(a) This section and Sections 33-18-150 through 33-18-170 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved. (b) The provisions of Sections 33-18-150 through 33-18-170 may be modified only if the modification is set forth or referred to in the articles of incorporation. (c) An amendment to the articles of incorporation to provide for application of Sections 33-18-150 through 33-18-170, or to modify or delete the provisions of these sections, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators. (d) A shareholder who does not vote in favor of an amendment to modify or delete the provisions of Sections 33-18-150 through 33-18-170 is entitled to dissenters' rights under Chapter 13 of this title if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased. (e) A shareholder may waive his and his estate's rights under Sections 33-18-150 through 33-18-170 by a signed writing. (f) Sections 33-18-150 through 33-18-170 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death nor do they prevent a shareholder from enforcing any remedy he has independently of these sections.

Legislative History

HISTORY: 1988 Act No. 444, SECTION 2.