Virginia Agreement of Shareholders of a Close Corporation with Management by Shareholders

State:
Multi-State
Control #:
US-0178BG
Format:
Word; 
Rich Text
Instant download

Description

A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting).
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FAQ

§ 13.1-743. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Commission for filing articles of dissolution setting forth: 1. The name of the corporation; 2.

Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any ...

Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in ance with the bylaws, except that a corporation registered under the federal Investment Company Act of 1940 is not ...

If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence.

Restriction on transfer of shares and other securities. A. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.

A shareholder agreement is an arrangement that defines the relationship between shareholders and the company. The agreement safeguards the rights and obligations of the majority and minority shareholders, and it ensures all shareholders are treated fairly.

A. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.

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Virginia Agreement of Shareholders of a Close Corporation with Management by Shareholders