Notes in 04 Close Corporations

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Status	Last Update	Fields
Published	03/21/2025	What is the definition of a close corporation?
Published	03/21/2025	Are there any exceptions to the definition of a close corporation?
Published	03/21/2025	Can any corporation be incorporated as a close corporation?
Published	03/21/2025	What governs the operations of close corporations?
Published	03/21/2025	What provisions can be included in the articles of incorporation of a close corporation?
Published	03/21/2025	Can the articles of incorporation of a close corporation allow stockholders to manage the business instead of a board of directors?
Published	03/21/2025	Can the articles of incorporation specify that stockholders elect or appoint officers and employees instead of the board of directors?
Published	03/21/2025	Where must the restrictions on the right to transfer shares appear?
Published	03/21/2025	What is the limitation on the nature of these restrictions?
Published	03/21/2025	Who can the transferring stockholder sell their shares to?
Published	03/21/2025	What happens if stock of a close corporation is issued or transferred to a person who is not eligible?
Published	03/21/2025	What happens if the number of stockholders exceeds the limit set in the articles of incorporation?
Published	03/21/2025	What happens if a stock certificate shows a restriction on transfer and the stock is transferred in violation of that restriction?
Published	03/21/2025	Can the corporation refuse to register the transfer of stock if the transferee is deemed to have notice of the violation?
Published	03/21/2025	Are there exceptions to the corporation's refusal to register the transfer?
Published	03/21/2025	Does the term "transfer" only refer to transfers for value?
Published	03/21/2025	Do these provisions affect the transferee's right to rescind the transfer or recover the stock under warranties?
Published	03/21/2025	Do agreements among stockholders before the formation of a close corporation remain valid after incorporation?
Published	03/21/2025	Can stockholders agree on how their shares should be voted?
Published	03/21/2025	Will a provision in a written agreement that affects the corporate affairs be invalidated between the parties?
Published	03/21/2025	Can a written agreement among stockholders restrict or interfere with the discretion or powers of the board of directors?
Published	03/21/2025	What are the fiduciary duties of stockholders actively engaged in the management of a close corporation?
Published	03/21/2025	Can actions taken by the directors of a close corporation without a properly called meeting be deemed valid?
Published	03/21/2025	What are the conditions under which actions taken without a meeting are considered valid?
Published	03/21/2025	What happens if a director fails to attend a meeting held without proper call or notice?
Published	03/21/2025	What is the scope of the preemptive right in close corporations?
Published	03/21/2025	What is the requirement for amending the articles of incorporation in relation to quorum or voting requirements?
Published	03/21/2025	What is the authority of the Commission in case of deadlocks in a close corporation?
Published	03/21/2025	What are the qualifications of a provisional director in a close corporation?
Published	03/21/2025	What are the rights and powers of a provisional director in a close corporation?
Published	03/21/2025	How is the compensation of a provisional director determined in a close corporation?
Published	03/21/2025	What right does a stockholder of a close corporation have regarding the withdrawal of shares?
Published	03/21/2025	Under what circumstances can a stockholder of a close corporation petition for the dissolution of the corporation?
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