Corporate Shareholder Agreement Governance-Override Requirements by State
When may shareholders of an ordinary domestic private business corporation make an agreement that binds the corporation or overrides statutory board and governance defaults, and what adoption, amendment, duration, disclosure, purchaser-remedy, public-status, and liability rules apply?
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Every entry, oldest check August 27, 2026
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What this survey covers
A shareholder agreement can do very different legal work depending on the state. One agreement may bind only its signers under ordinary contract law, while another statutory route can bind the corporation, displace the board's ordinary authority, or remain effective despite inconsistent corporation-law defaults.
This survey compares the statutory route for an ordinary private business corporation, including any close-corporation prerequisite. It follows the agreement from eligible parties and adoption through amendment, duration, notice, purchaser remedies, public-company termination, and the consequences of transferring board power. It does not decide whether a proposed clause is valid, fair, enforceable, or advisable.
How to read the table
Start with entity scope, permitted subjects, eligible parties, and instrument. Those columns show whether the state uses an all-shareholder governance override, a close-corporation-only route, a corporation contract with holders, or another architecture. They also separate articles, bylaws, signed writings, corporate knowledge, and consideration.
Then compare initial approval with amendment and duration. Initial unanimity does not always mean later unanimity, and a ten-year default may yield to a term the agreement states. A new holder, new share issuance, loss of close status, or public-company event can affect the statutory route independently.
Finish with notice, purchaser remedies, and liability. A certificate or information-statement notation can supply purchaser knowledge even when its omission does not invalidate the agreement. Transferring board power can also move director-law liability to the person exercising that power without making shareholders personally liable for corporate debts merely because formalities were relaxed.
Why a state comparison matters
The largest cluster follows a broad ordinary-corporation pattern: the special agreement can bind the corporation despite inconsistent governance defaults, while adoption, amendment, duration, share notice, purchaser remedies, public status, and transferred-power liability are separately specified. That pattern is not universal. Other states confine the route to a statutory close corporation, place the operative override in the charter, recognize a narrower shareholder-control or management agreement, or supply no omnibus corporation-binding route at all.
The District of Columbia uses the broad Model Act structure. A compliant agreement is effective among the shareholders and corporation despite inconsistent chapter provisions; initial adoption requires all current shareholders through the articles or bylaws or all current holders' signatures on a writing made known to the corporation. The statute defaults amendment to all then-current shareholders, duration to ten years, conspicuous share notice, a purchaser rescission period, termination at public-corporation status, and a liability shift with transferred board power. D.C. Code § 29-305.42.
Vermont keeps that overall structure but changes the amendment default. Unless the agreement provides otherwise, amendment requires the holders of a majority of each class of issued and outstanding capital stock, with each class voting separately. 11A V.S.A. § 7.32.
Wyoming retains the all-then-shareholder amendment default and ten-year default, but expressly preserves agreements in force on July 1, 1997. Its statute also uses certificate or information-statement notice, purchaser rescission, a public-corporation cutoff, and the transferred-power liability rule. Wyo. Stat. § 17-16-732.
Idaho keeps the same broad adoption, notice, rescission, and liability architecture but no longer uses a current ten-year default or public-company cutoff. Any duration limit must appear in the agreement, while an agreement formed under Idaho's former ten-year-default law keeps the then-effective duration rule. Idaho Code § 30-29-732.
Delaware uses a different general-corporation architecture. Section 122(18) authorizes the corporation to contract with one or more current or prospective stockholders or beneficial owners for board-determined minimum consideration, including promises restricting corporate action, requiring another person's approval, or requiring action or inaction. The contract cannot be enforced against the corporation to the extent it conflicts with the certificate or could not lawfully appear there, and the corporation remains subject to contract-law remedies. 8 Del. C. § 122(18).
Scope boundaries
This is a statutory-architecture survey, not a drafting or enforceability opinion. It does not prepare an agreement, choose thresholds, allocate board seats, design a deadlock or buyout mechanism, value shares, operate a transfer restriction, resolve a fiduciary or contract dispute, or satisfy securities, tax, employment, creditor, public-company, or regulated-industry law. Those questions depend on the complete agreement, governing documents, ownership and capitalization records, notices, transaction history, and current specialist law.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, entity, agreement, and override scope | Permitted subjects, statutory limits, and public policy | Eligible holders, owners, incorporators, and subscribers | Instrument, corporate party, knowledge, and consideration | Initial approval, signature, unanimity, class, and board rules | Amendment, revocation, extension, successors, and threshold | Duration, renewal, legacy agreements, and termination | Certificate or statement notice, recall, delivery, and validity | Purchaser knowledge, rescission, deadlines, and contract remedies | Public status, transferred power, liability, and boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-28 | Alabama Business Corporation Law, Ala. Code ch. 10A-2A; ordinary domestic corporation. A compliant stockholder agreement is effective among stockholders and the corporation despite inconsistency with other chapter provisions and may displace the board default (§§ 10A-2A-7.32(a), 10A-2A-8.01) |
Board elimination/restriction; disproportionate distributions subject to § 10A-2A-6.40; director/officer selection and terms; divided/weighted voting; property/service arrangements; transferred management power and deadlock resolution; dissolution triggers; residual corporate-power, management, and relationship terms not contrary to public policy (§ 10A-2A-7.32(a)(1)-(8)) |
All current stockholders; stockholder means record stockholder, including a beneficial owner identified in a filed beneficial ownership certificate to the extent of granted rights. If no stock has issued, incorporators or subscribers may act as stockholders. No prospective-stockholder route (§§ 10A-2A-1.40(33),(36), 10A-2A-7.32(b),(g)) |
Either agreement in certificate/bylaws approved by all current stockholders, or written agreement signed by all current stockholders and made known to corporation. Corporation need not sign; no board-approval or consideration formula. Certificate/information notice is separate from governing instrument (§ 10A-2A-7.32(b)-(c)) |
Certificate/bylaws route requires approval by every person who is a stockholder when agreement is made; separate-writing route requires every such person's signature and corporate knowledge. Pre-issuance incorporators/subscribers substitute. No separate class or board vote (§ 10A-2A-7.32(b),(g)) |
Amendment requires all persons who are stockholders at amendment time unless agreement provides otherwise. No separate statutory revocation, extension, affected-holder, or successor threshold. After agreement ceases, board may delete it and references from certificate/bylaws without stockholder action (§ 10A-2A-7.32(b)(2),(d)) |
No statutory default or maximum term, renewal rule, legacy rule, or public-status termination; any duration limit must be stated in agreement. Statute recognizes cessation for any reason and permits board cleanup of certificate/bylaws references (§ 10A-2A-7.32(d),(h)) |
Conspicuous existence notice on every outstanding certificate or in § 10A-1-3.45 information; corporation must recall outstanding certificates and issue compliant substitutes. Missing notice does not affect agreement or action validity but affects purchaser knowledge and rescission (§ 10A-2A-7.32(c)) |
Purchaser lacking knowledge at purchase may rescind; deemed knowledge follows certificate notation or pre-purchase/at-purchase delivery of required uncertificated information. Action deadline is earlier of 90 days after discovery or 2 years after purchase. No separate agreement-specific damages rule (§ 10A-2A-7.32(c)) |
No public-corporation cutoff. Board limits/elimination shift director-law act/omission liability to persons receiving power to the governed extent; agreement existence/performance does not itself impose stockholder personal liability for corporate acts/debts despite partnership-like treatment or omitted formalities. Voting trusts, voting agreements, proxies, transfer restrictions, and clause merits remain separate (§ 10A-2A-7.32(e)-(f)) |
| Alaska verified 2026-08-28 | Alaska Corporations Code, AS ch. 10.06; ordinary domestic for-profit corporation. No omnibus inconsistent-law agreement route: § 10.06.424 all-shareholder agreement is limited to transfer/registration restrictions and director/officer selection; other agreements must be chapter-consistent. Broader management/delegation uses articles (§§ 10.06.210, .424-.425, .450, .990(13)) |
Agreement: listed status/securities/participation/retirement/estate-liquidity, first-offer, acquisition and reasonable approval transfer terms, other reasonable transfer purpose, and director/officer selection. Articles may restrict bylaw power, require greater votes/shareholder approval, limit business/powers, give shareholders issuance-consideration authority, delegate board powers/duties/liabilities, and add nonconflicting management terms (§§ 10.06.210, .424(a)-(b)) |
Special § 10.06.424 route is agreement among all current shareholders; shareholder means record holder. No separate prospective-holder, beneficial-owner, incorporator or subscriber substitution stated; § 10.06.424 'shares' also covers convertible and subscription/acquisition-right securities (§§ 10.06.424(a)-(b),(f), .990(40),(44)) |
Limited special route is agreement among all shareholders; § 10.06.424 does not expressly require a writing, corporation signature/party status, board-set consideration, or public filing. Copy is kept at principal office for inspection/free furnishing. Broader override/delegation provisions belong in articles; bylaws may contain nonconflicting management terms (§§ 10.06.210, .230(e), .424(c)) |
All current shareholders enter the § 10.06.424 agreement; no board, class, articles, bylaws, fewer-holder, or no-shares substitute is stated for that route. Articles and bylaws use their separate statutory adoption/amendment procedures (§ 10.06.424(a)-(b)) |
Section 10.06.424 states no amendment, revocation, extension, affected-holder, successor-assent, or transferor default. Shares issued before notice compliance and later acquired by a person without knowledge are not subject to the agreement (§ 10.06.424(c)-(d)) |
Complete current §§ 10.06.424-.425 state no fixed/default term, maximum duration, renewal, legacy-agreement rule, issuance-to-nonparty termination, or public-status cutoff for the limited agreement |
Conspicuous certificate notice of agreement plus statement that agreement/copy is at principal office and available for inspection or free copy; uncertificated-share existence statement sent within reasonable time. No recall/substitute duty. Pre-notice shares acquired without knowledge are not subject (§ 10.06.424(c)-(d)) |
Person without knowledge who acquires shares issued before notice compliance takes shares not subject to agreement. No purchaser rescission, discovery/purchase clock, damages formula or separate contract-remedy provision stated; other agreements must be consistent with chapter (§§ 10.06.424(d), .425(b)) |
No public-company cutoff or agreement-based board-liability shift. Articles may confer/impose board powers, duties, privileges and liabilities on delegates; § 10.06.450 follows that allocation. Section 10.06.424 agreement cannot alter/waive named provisions including § 10.06.438's holder/subscriber liability rule. Voting trusts/agreements and other consistent agreements remain separate (§§ 10.06.210(1)(L), .424(e), .425, .438(a), .450(a)) |
| Arizona verified 2026-08-27 | A.R.S. §§ 10-140(14), 10-732; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent Title 10, Chapters 1-17 provisions |
Board restriction, distributions subject to § 10-640, directors/officers, voting, property/services, transferred management and deadlock power, dissolution, shareholder employment, dispute resolution, transfers, and residual governance (§ 10-732(A)); board cannot be eliminated (§ 10-801(A)) |
All current shareholders, including a beneficial owner to nominee-certificate rights; incorporators or subscribers may act if no shares have issued (§§ 10-140(44), 10-732(B),(G)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and filed with corporation; no corporation-party, board, or consideration requirement stated (§ 10-732(B)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated (§ 10-732(B)(1)) |
Amendment or termination requires all then-current shareholders unless agreement provides otherwise; no automatic successor-holder rule stated (§ 10-732(B)(2)) |
Defaults to duration of corporation's existence unless agreement provides otherwise; statutory effect also ends at specified public trading (§ 10-732(B)(3),(D)) |
Conspicuous certificate or § 10-626(B) information-statement notice; no certificate recall stated. Omission does not invalidate agreement or action (§ 10-732(C)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement or actual notice supply knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 10-732(C)) |
Ends upon national-exchange listing or regular qualifying association-market trading; board may delete expired references. Shifted power shifts director-law liability; partnership treatment or omitted formalities alone do not impose shareholder personal liability; board remains mandatory (§§ 10-732(D)-(F), 10-801) |
| Arkansas verified 2026-08-28 | Arkansas Business Corporation Act of 1987, Ark. Code § 4-27-101 et seq.; ordinary domestic for-profit corporation with ≤50 shareholders; articles may dispense with board or limit authority and name board-duty performers. No omnibus § 4-27-732 agreement route (§§ 4-27-140(4), 4-27-801) |
May assign some or all board duties and, through non-law-inconsistent articles terms, manage affairs or define/limit corporation, board, and shareholder powers. No special distributions, services, deadlock, dissolution, or residual public-policy agreement menu (§§ 4-27-202(b)(2), 4-27-801(c)) |
Corporation must have 50 or fewer statutory shareholders; shareholder includes record holder or recognized nominee-certificate beneficial owner. Articles identify who performs board duties without limiting designees to shareholders. No all-current/prospective-holder omnibus agreement route (§§ 4-27-140(21), 4-27-801(c)) |
Board dispensation/limitation must be described in articles. Separate signed voting agreement only governs share voting. No bylaw, corporation-party, corporate-knowledge, separate filing, or consideration route for § 4-27-801(c) (§§ 4-27-731, 4-27-801(c)) |
§ 4-27-801(c) states no special unanimity, signature, class, or board threshold. Before shares issue, incorporators or board may adopt articles amendment; after issuance, board submits and entitled shareholders approve under ordinary amendment rules (§§ 4-27-1003, 4-27-1005) |
Ordinary articles amendment: board proposes/recommends; entitled shareholders approve under § 4-27-1003(e), subject to greater/voting-group rules; adopted amendment filed. No special unanimous revocation, successor-holder, transferee-assent, transferor, or extension rule (§§ 4-27-1003, 4-27-1006) |
No fixed term, renewal, legacy-agreement, agreement-specified termination, holder-count cure, or public-status termination system in § 4-27-801; eligibility text is corporation having 50 or fewer shareholders |
No certificate legend, uncertificated information-statement notice, recall, substitute-certificate, delivery, or notice-omission validity rule for the § 4-27-801(c) articles provision |
No purchaser-knowledge, rescission, discovery/purchase deadline, or nondisclosure remedy in §§ 4-27-801 and 4-27-1003 to -1006; § 4-27-731 separately makes a signed share-voting agreement specifically enforceable |
No special public-market cutoff or Model Act director-liability shift/shareholder safe harbor for § 4-27-801(c). Articles may separately impose specified shareholder debt liability. Voting agreements, transfers, fiduciary merits, securities, and disputes remain separate (§§ 4-27-202(b)(2), 4-27-731, 4-27-801) |
| California verified 2026-08-27 | Cal. Corp. Code §§ 158, 186, 300, 418; statutory close corporation only; written all-shareholder governance agreement |
Any phase of close-corporation affairs, including management, profits, or liquidation; most division provisions alterable between parties, but § 300(c)'s listed provisions, chapters, and Secretary of State filings remain mandatory |
All shareholders of a close corporation; if only one shareholder, that shareholder and corporation. No prospective-holder, beneficial-owner, incorporator, or subscriber route stated (§§ 158, 186) |
Close status and ≤35-holder cap in articles; separate written agreement. Filing with corporate secretary for purchaser inspection plus actual or certificate notice can bind transferee; no consideration formula stated (§§ 158, 186, 300(b)) |
Agreement must be among all shareholders; statute says written but states no separate signature form or board approval. Adding close status after shares issue requires all issued and outstanding shares of every class (§§ 158(b), 186) |
Covered transferee's consent required unless agreement permits modification, extension, or revocation by less than unanimous agreement of parties; transferor ordinarily leaves on ceasing to be shareholder (§ 300(b)) |
No fixed statutory term. Ends on original issuance to a nonparty or when corporation ceases close status, except to extent agreement provides for independently enforceable continuation (§ 300(b)) |
Every close-corporation certificate must carry conspicuous status/≤35-holder legend referring to agreements on file; § 300(b) also recognizes agreement notice by certificate notation (§§ 300(b), 418(c)-(d)) |
Transferee bound when agreement is filed with corporate secretary and transferee has actual knowledge or certificate notice; §§ 300 and 418 state no purchaser-rescission period (§§ 300(b), 418(b)-(d)) |
Special route ends with close-corporation status, not a separate public-company test. Controlling shareholder parties assume director-law liability to extent of shifted power; directors relieved; omitted formalities alone do not support shareholder personal liability (§ 300(b),(d)-(e)) |
| Colorado verified 2026-08-28 | Colorado Business Corporation Act; no omnibus corporation-binding shareholder-agreement section. Lawful governance overrides belong in the articles; § 7-107-302 separately makes a shareholder voting agreement specifically enforceable (§§ 7-102-102(2)(b), 7-107-302, 7-108-101) |
Articles may contain provisions not inconsistent with law for managing the business, regulating corporate affairs, and defining, limiting, or regulating corporate, board, and shareholder powers; they may place board authority and duties in other persons. A § 7-107-302 agreement reaches only share voting (§§ 7-102-102(2)(b)(II)-(III), 7-107-302, 7-108-101) |
One or more persons may act as incorporators and deliver the initial articles. Later article amendments may be proposed by the board or holders of at least 10% of all votes entitled to be cast; two or more shareholders may sign the separate voting agreement. No prospective-holder, beneficial-owner, subscriber, or sole-holder omnibus-agreement route stated (§§ 7-102-101, 7-107-302, 7-110-103(1)) |
Corporation-binding management and power provisions are placed in the articles; § 7-107-302 requires a signed agreement for the voting-only route. No omnibus agreement rule makes the corporation a party, requires corporate knowledge, authorizes a bylaws route, or sets consideration (§§ 7-102-102(2)(b), 7-107-302, 7-108-101) |
An incorporator delivers the initial articles. A later governance amendment follows § 7-110-103 proposal, recommendation, notice, voting-group, and shareholder-approval rules, subject to applicable greater-vote requirements. A voting agreement requires signatures of two or more shareholders but no statutory unanimity or board approval (§§ 7-102-101, 7-107-302, 7-110-103(1)-(5)) |
No special omnibus-agreement amendment, revocation, extension, successor-holder, or default threshold. Corporation-binding governance terms in the articles change through § 7-110-103; § 7-107-302 states no amendment or successor rule for the voting-only agreement (§§ 7-107-302, 7-110-103(1)-(5)) |
No special omnibus-agreement term, renewal, legacy, or termination rule. Article provisions remain until effectively amended; § 7-107-302 states no default duration for a voting agreement (§§ 7-107-302, 7-110-103) |
No omnibus governance-agreement certificate, information-statement, legend, recall, delivery, or validity rule. Section 7-106-208's conspicuous notice rule is expressly for transfer restrictions and should not be generalized to governance terms (§§ 7-106-208(1)-(2), 7-107-302) |
No special purchaser-knowledge, rescission, or deadline rule for an omnibus governance agreement. Section 7-107-302 expressly supplies specific enforcement only for its voting agreement; § 7-106-208 makes knowledge relevant to transfer restrictions (§§ 7-106-208(1)-(2), 7-107-302) |
No special public-status cutoff or agreement-based director-liability shift. Articles may assign board authority and duties to other persons, subject to their terms; shareholders and subscribers ordinarily are not personally liable for corporate acts or debts except through their own acts or conduct or an articles provision (§§ 7-102-102(2)(b)(V), 7-106-203(2), 7-108-101) |
| Connecticut verified 2026-08-28 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to 33-998; qualifying § 33-717 agreement is effective among shareholders and the domestic stock corporation despite inconsistent Act provisions; § 33-735 recognizes the board exception (§§ 33-600(6), 33-717(a), 33-735) |
May eliminate/restrict board; govern distributions subject to § 33-687; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, management or relationships if not contrary to public policy (§ 33-717(a)) |
All persons who are shareholders when agreement is made; 'shareholder' includes record holder or beneficial owner only to rights granted by nominee certificate. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 33-600(34), 33-717(b),(g)) |
Either certificate or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filed copy, and board-set consideration are not stated (§ 33-717(b)) |
Every person who is a shareholder at agreement time must approve the certificate/bylaw route or sign the separate writing; separate writing must be made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute is stated (§ 33-717(b),(g)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Statute states no separate revocation/extension threshold, affected-holder veto, transferee signature, successor-assent, or transferor rule (§ 33-717(b)(2)) |
Duration limits, if any, are whatever agreement states. Agreement in effect on/before September 30, 2015 has ten-year legacy default unless it provides otherwise. Agreement ceases when corporation becomes public; board may delete charter/bylaw text without shareholder action after any cessation (§ 33-717(d),(h)) |
Conspicuous existence notice on each outstanding share certificate or § 33-677(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§ 33-717(c)) |
Purchaser without knowledge at purchase may rescind. Notice creates deemed knowledge; for uncertificated shares information statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovering agreement or 2 years after purchase; no alternate damages remedy stated (§ 33-717(c)) |
Agreement ends when shares become nationally listed or regularly traded in specified market. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone does not make shareholder personally liable. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§§ 33-600(28), 33-717(d)-(f)) |
| Delaware verified 2026-08-28 | Delaware General Corporation Law, 8 Del. C. §§ 122(18), 141(a); ordinary corporation created under chapter may contract with current/prospective stockholders or beneficial owners notwithstanding board-management default; contract binds corporation within certificate-and-law limits |
Corporation may restrict/prohibit specified corporate actions; require approval/consent of persons or bodies, including board and current/future directors, stockholders or beneficial owners; or covenant that corporation/person/body act or refrain. Provision unenforceable against corporation to extent contrary to certificate or unlawful under stated certificate-placement test (§ 122(18)) |
One or more current or prospective stockholders, or one or more beneficial owners of stock, contracting in that capacity. Corporation is contracting party. No all-holder, incorporator, subscriber, no-shares, or holder-count prerequisite stated (§ 122(18)) |
Contract made by corporation; minimum consideration determined by board and may include inducing holder action or inaction. Section 122(18) states no articles, bylaws, separate-writing, signature, corporate-knowledge, or filing route; certificate limits enforceability but need not contain contract |
No stockholder unanimity, class vote, signature, or all-current-holder approval stated. Corporation contracts with one or more eligible holders; § 122(18) expressly assigns minimum-consideration determination to board |
Section 122(18) states no amendment, revocation, extension, affected-holder, successor, transferee, or default-vote threshold; examine contract terms and otherwise applicable law |
No default/max term, renewal rule, new-holder event, or public-status cutoff stated. 2024 enactment applies to contracts made on/before/after Aug. 1, 2024, except civil actions or proceedings completed or pending by then (84 Del. Laws ch. 309, § 6) |
Section 122(18) states no certificate, uncertificated-share statement, legend, recall, delivery, or omission-validity rule for this corporation contract |
No purchaser knowledge, deemed notice, rescission, or purchase deadline stated. Corporation is subject to remedies available under law governing contract for failure to perform or comply (§ 122(18)) |
No public-corporation cutoff, transferred-power director-liability shift, director release, or stockholder personal-liability protection stated. Section 141(a) board default remains except as otherwise provided by chapter/certificate; § 122(18) is notwithstanding § 141(a) but keeps certificate-and-law enforceability limits. Voting, transfer, close-corporation, fiduciary, securities and disputes remain separate |
| District of Columbia verified 2026-08-28 | D.C. Business Corporation Act of 2010, D.C. Code ch. 29-3; qualifying § 29-305.42 agreement for domestic for-profit corporation is effective among shareholders and corporation despite inconsistent chapter provisions; § 29-306.01 recognizes exception to board default (§§ 29-301.01, -301.02(4), -305.42(a), -306.01) |
May eliminate/restrict board; govern distributions subject to § 29-304.60; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, activities/affairs or relationships if not contrary to public policy (§ 29-305.42(a)) |
All persons who are shareholders when agreement is made; shareholder includes record holder or beneficial owner to extent of rights in nominee certificate on file. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 29-301.02(19),(21), -305.42(b)(1),(g)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 29-305.42(b)(1)) |
Every person who is a shareholder at agreement time approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 29-305.42(b)(1),(g)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Section 29-305.42 states no separate revocation/extension threshold, affected-holder veto, successor assent, or transferor rule (§ 29-305.42(b)(2)) |
Ten-year default term unless agreement provides otherwise; no separate renewal or legacy rule stated. Agreement ends when corporation becomes public; after any cessation board may delete articles/bylaw text without shareholder action (§§ 29-301.02(16), -305.42(b)(3),(d)) |
Conspicuous existence notice on each outstanding certificate or § 29-304.26(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§ 29-305.42(c)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovery or 2 years after purchase; no alternate statutory damages remedy stated (§ 29-305.42(c)) |
Agreement ends when corporation becomes nationally listed or regularly traded in specified market. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§§ 29-301.02(16), -305.42(d)-(f)) |
| Florida verified 2026-08-27 | Fla. Stat. §§ 607.01401(13), 607.0732; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent Chapter 607 provisions |
Board limits/elimination, distributions subject to the limit cross-referenced in § 607.0732(1)(b), directors/officers, voting, property/services, transferred power, dissolution, internal-claim fees/expenses, deadlock mechanism, and other governance not contrary to public policy |
All current shareholders; incorporators or subscribers may act if no shares issued. No prospective-shareholder or beneficial-owner route stated (§ 607.0732(2),(7)) |
Set forth or referenced in articles/bylaws approved by all current shareholders, or separate writing signed by all current shareholders and made known to corporation; no corporation-party or consideration formula stated (§ 607.0732(2)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated (§ 607.0732(2)(a)) |
Termination or amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, or class rule stated (§ 607.0732(2)(b)) |
No fixed term, renewal, or legacy default stated. Statutory effect ends when corporation's shares are registered under Securities Exchange Act Section 12 (§ 607.0732(4)) |
Conspicuous certificate or uncertificated information-statement notice; recall outstanding certificates and issue substitutes. Omission does not invalidate agreement or action (§ 607.0732(3)) |
Unknowing purchaser may rescind; compliant notice and timely uncertificated statement supply deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 607.0732(3)) |
Ends at Exchange Act Section 12 registration; board may delete expired reference. Shifted power shifts director-law liability; partnership-like treatment or omitted formalities alone do not impose shareholder personal liability; other valid agreements preserved (§ 607.0732(4)-(8)) |
| Georgia verified 2026-08-27 | O.C.G.A. §§ 14-2-140(4), 14-2-732; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent Code provisions |
Board elimination/restriction, distributions subject to § 14-2-640, directors/officers, voting, property/services, transferred management and deadlock power, dissolution triggers, and other governance not contrary to public policy (§ 14-2-732(a)) |
All current shareholders; incorporators or subscribers may act if no shares have issued. No separate prospective-holder or beneficial-owner route stated (§ 14-2-732(b),(g)) |
Articles/bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 14-2-732(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated (§ 14-2-732(b)(1)) |
Articles/bylaws amendment approved by all current shareholders; written amendment by all current shareholders unless agreement permits fewer. Renewal requires all shareholders at renewal (§ 14-2-732(b)(2)-(3)) |
Maximum 20 years; missing or excessive term becomes 20 years. Renewal may run up to 20 years from renewal with all shareholders' agreement; statutory effect also ends at specified public trading (§ 14-2-732(b)(3),(d)) |
Conspicuous certificate or § 14-2-626(b) information-statement notice; recall existing certificates and issue substitutes. Omission does not invalidate agreement or action (§ 14-2-732(c)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement supply deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 14-2-732(c)) |
Ends upon national-exchange listing or regular dealer/broker-market trading; board may delete expired reference. Shifted board power shifts director-law liability; partnership treatment or omitted formalities alone do not impose shareholder personal liability (§ 14-2-732(d)-(f)) |
| Hawaii verified 2026-08-28 | Hawaii Business Corporation Act § 414-163; compliant domestic for-profit corporation agreement overrides inconsistent chapter provisions and binds corporation plus present and future shareholders, including later nonsigners |
Board; distributions subject to § 414-111; dissenters' rights; directors/officers; weighted voting, proxies, and specified less-than-unanimous written/electronic action; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (§ 414-163(a)) |
All current shareholders, including a beneficial owner to rights granted by an on-file nominee certificate; incorporators or subscribers may act if no shares issued; later shareholders are bound without signing (§§ 414-3, 414-163(b),(g)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 414-163(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No separate class or board approval stated (§ 414-163(b)(1),(g)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; future shareholders are bound even if they did not approve or execute. No separate revocation or board rule stated (§ 414-163(b)(2),(4)) |
10-year default; agreement may set a longer or shorter term or perpetual duration. Statutory effect ends upon specified exchange listing or qualifying regular trading; no separate legacy rule stated (§ 414-163(b)(3),(d)) |
Conspicuous notice in articles, on certificate, or § 414-87(b) statement; recall certificated shares only if articles lack compliant notice. Omission does not invalidate agreement or action (§ 414-163(c)) |
Unknowing purchaser may rescind; compliant articles/certificate/statement notice and required statement delivery defeat rescission. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 414-163(c)) |
Agreement ends upon exchange listing or regular trading in a national/affiliated-securities-association-member market. Shifted board power shifts director-law liability; agreement/partnership treatment/formality failure alone does not create shareholder personal liability (§ 414-163(d)-(f)) |
| Idaho verified 2026-08-28 | Idaho Business Corporation Act, Idaho Code ch. 30-29; qualifying § 30-29-732 agreement for domestic for-profit corporation is effective among shareholders and corporation despite inconsistent chapter provisions; § 30-29-801 recognizes exception to board default (§§ 30-29-101, -140(5), -732(a), -801) |
May eliminate/restrict board; govern distributions subject to § 30-29-640; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, business/affairs or relationships if not contrary to public policy (§ 30-29-732(a)) |
All persons who are shareholders when agreement is made; shareholder means record shareholder, including a beneficial owner only to extent recognized by a filed beneficial-ownership certificate. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 30-29-140(25), (28), (30), -732(b)(1), (g)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 30-29-732(b)(1)) |
Every person who is a shareholder at agreement time approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 30-29-732(b)(1), (g)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Section 30-29-732 states no separate revocation/extension threshold, affected-holder veto, successor assent, or transferor rule (§ 30-29-732(b)(2)) |
No current default or maximum term: duration limits, if any, must be stated in agreement. Agreement formed under former ten-year-default law keeps that then-effective duration rule. No public-status or new-holder termination is stated; after any cessation board may delete articles/bylaw text without shareholder action (§ 30-29-732(d), (h)) |
Conspicuous existence notice on each outstanding certificate or § 30-29-626(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§§ 30-29-626(b), -732(c)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovery or 2 years after purchase; no alternate statutory damages remedy stated (§ 30-29-732(c)) |
Section 30-29-732 states no public-corporation cutoff. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§ 30-29-732(d)-(f)) |
| Illinois verified 2026-08-27 | 805 ILCS 5/7.71: ordinary-corporation unanimous written management agreement; 805 ILCS 5/2A.40: broader all-shareholder written agreement only for an elected Article 2A close corporation |
§ 7.71: management matters, subject to no fraud, apparent public/creditor injury, or clearly prohibitory language. § 2A.40: any phase, including management, dividends/profits, officers/directors, transfer restrictions, voting thresholds, employment, and deadlock arbitration |
All current record shareholders for either route; § 2A.40(c) permits a nonshareholder party to join the all-shareholder board-interference agreement. No prospective-holder or beneficial-owner route stated; subscribers/incorporators matter only to the separate § 2A.45 articles route (§§ 1.80, 2A.40, 7.71) |
Written agreement. Close-corporation terms may be in articles, bylaws, or a separate writing actually assented to; corporation need not be a party, and no corporate-knowledge filing or consideration formula is stated (§§ 2A.40, 7.71) |
Unanimous written shareholder agreement under § 7.71; all shareholders/actual assent under § 2A.40. Existing-corporation Article 2A election separately requires unanimous writing or vote of every outstanding share of each class; no board approval stated (§§ 2A.10, 2A.40, 7.71) |
No general agreement amendment, revocation, extension, or successor-holder threshold stated. Voluntary close-status termination requires ≥2/3 of each class (or a higher articles threshold) and must terminate/amend agreement provisions available only to close corporations (§ 2A.20) |
No fixed agreement term or renewal rule. Article 2A status ends on the filed close-status deletion or an uncured qualifying-transfer-restriction breach; voluntary termination must remove close-only agreement provisions (§§ 2A.15, 2A.20) |
§ 7.71 nonparty enforceability: conspicuous agreement reference on certificate or § 6.35 uncertificated-share notice. Article 2A certificate must state transfer/holder restrictions and existence of § 2A.40 agreement, or offer the full text on request; no recall rule stated (§§ 2A.25, 7.71) |
Ordinary nonparty shareholder bound only with actual knowledge when becoming a shareholder or conspicuous share notice; Article 2A certificate gives conclusive notice. No rescission clock; § 2A.25 preserves otherwise-applicable rescission/warranty rights, and § 7.71 agreements are specifically enforceable in equity |
No exchange-listing/public-company cutoff stated. § 7.71 blocks personal liability merely from partnership style or board interference but states no liability shift; § 2A.40(c) imposes director-law managerial liability on shareholders under an all-shareholder board-interference agreement. Board elimination instead requires the separate unanimous § 2A.45 articles route |
| Indiana verified 2026-08-28 | Indiana Business Corporation Law, Ind. Code art. 23-1; ordinary domestic for-profit corporation with 50 or fewer shareholders; articles may dispense with board or limit its authority and designate board-duty performers. No omnibus corporation-binding shareholder-agreement section (§§ 23-1-20-5, 23-1-33-1) |
Articles may assign some or all board duties and may contain non-law-inconsistent provisions managing affairs or defining/limiting corporation, board, and shareholder powers. No special distributions, services, deadlock, dissolution, or residual public-policy agreement menu (§§ 23-1-21-2(b), 23-1-33-1(c)) |
Corporation must have 50 or fewer statutory shareholders; shareholder includes record holder and recognized beneficial owner to granted rights. Articles describe who performs board duties without limiting designees to shareholders. No prospective-holder joinder or all-holder agreement route (§§ 23-1-20-24, 23-1-33-1(c)) |
Board dispensation/limitation must be described in articles of incorporation. Bylaws may manage affairs only if consistent with law and articles; a separate voting agreement only governs share voting. No corporate-party, corporate-knowledge, or consideration formula (§§ 23-1-21-2(b), 23-1-21-6, 23-1-31-2, 23-1-33-1(c)) |
§ 23-1-33-1(c) states no special unanimity/signature/class threshold. Before shares issue, board—or incorporators if no board selected—may adopt an articles amendment; after issuance, board submits and shareholders approve under ordinary amendment rules (§§ 23-1-38-3, 23-1-38-5) |
Ordinary articles amendment: board proposes and normally recommends; entitled shareholders approve under § 23-1-38-3(e), subject to greater or voting-group rules; adopted amendment is filed. No special unanimous amendment, revocation, successor-holder, transferee-assent, or extension rule (§§ 23-1-38-1, 23-1-38-3, 23-1-38-6) |
No fixed term, renewal, legacy-agreement, or agreement-specified termination system. The special articles route is textually available to a corporation having 50 or fewer shareholders; § 23-1-33-1 states no separate public-trading cutoff |
No certificate legend, uncertificated information-statement notice, recall, substitute-certificate, delivery, or notice-omission validity rule for the § 23-1-33-1(c) governance provision |
No purchaser-knowledge, rescission, discovery/purchase deadline, or nondisclosure remedy in §§ 23-1-21-2, 23-1-33-1, or 23-1-38-1 to -6 for this articles route; § 23-1-31-2 separately makes a signed share-voting agreement specifically enforceable |
No special public-market cutoff or Model Act liability-shift/safe-harbor package. Article references to the board include the persons named to perform board duties; articles may separately impose shareholder debt liability to a specified extent/conditions. Voting agreements, transfers, fiduciary merits, securities, and disputes remain separate (§§ 23-1-21-2(b), 23-1-31-2, 23-1-33-1(c)) |
| Iowa verified 2026-08-28 | Iowa Business Corporation Act, Iowa Code ch. 490; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent chapter provisions; board default recognizes exception (§§ 490.140(6), 490.732(1), 490.801) |
Board elimination/restriction, distributions subject to § 490.640, directors/officers, voting, property/services, transferred management/deadlock authority, dissolution triggers, and residual governance not contrary to public policy (§ 490.732(1)) |
All current statutory shareholders; shareholder means record shareholder, including beneficial owner identified in a § 490.723 certificate to granted rights. Incorporators/subscribers may act if no shares issued; no general prospective-holder route (§§ 490.140(3),(48),(52),(56), 490.732(2),(7)) |
Articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. No corporation-party, separate filing, or consideration formula stated (§ 490.732(2)(a)) |
Every current shareholder approves articles/bylaw route or signs separate writing; separate writing must be made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 490.732(2)(a),(7)) |
Default amendment requires all persons who are shareholders at amendment time unless agreement provides otherwise. No separate revocation threshold, affected-holder veto, transferee signature, automatic successor assent, or transferor rule (§ 490.732(2)(b)) |
Duration limits, if any, must be stated in agreement; no default/max term or renewal rule. Agreements effective Jan. 1, 2003-June 30, 2014 remain under then-effective duration law unless they provided otherwise. Board may delete articles/bylaw text after agreement ceases for any reason (§ 490.732(4),(8)) |
Conspicuous existence notice on every outstanding certificate or § 490.626(2) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not invalidate agreement or action but affects purchaser knowledge/rescission (§ 490.732(3)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated statement must be delivered at/before purchase. Action due by earlier of 90 days after discovery or 2 years after purchase; no alternate nondisclosure damages remedy (§ 490.732(3)) |
Current § 490.732 states no public-listing/trading cutoff. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting agreements, transfers, fiduciary merits, securities, and disputes remain separate (§ 490.732(4)-(6)) |
| Kansas verified 2026-08-28 | Kansas General Corporation Code, K.S.A. §§ 17-7201 to -7216; statutory close corporation only. Majority-voting-stock written agreement valid between parties despite board restriction; separate articles route permits direct stockholder management (§§ 17-7201, 17-7210-.7211) |
Agreement may control business/affairs enough to restrict/interfere with board discretion; broader written agreement/articles/bylaw terms may cover any affairs phase, including management, dividends/profits, directors/officers, employment, arbitration, and partnership-like relations (§§ 17-7210, 17-7214) |
Close status: ≤35 record holders, all issued stock transfer-restricted, no public offering. Agreement parties include stockholders holding majority of voting stock and may include nonstockholder party. Charter management insertion uses all incorporators/subscribers or all record holders of all outstanding stock (§§ 17-7202, 17-7210-.7211) |
§ 17-7210 requires written agreement among qualifying stockholders, solely or with nonstockholder party; valid between parties, not stated corporation-binding. § 17-7211 direct management must be in articles. § 17-7214 also validates written stockholder agreement or articles/bylaw partnership-style terms; no consideration formula stated |
Agreement: stockholders holding majority of outstanding stock entitled to vote; no corporation or board signature stated. Close election by existing corporation needs ≥2/3 each outstanding class. Charter direct-management insertion needs all incorporators/subscribers or every record holder of all outstanding stock, voting or nonvoting (§§ 17-7204, 17-7210-.7211) |
§ 17-7210 states no special agreement amendment/revocation or successor-holder rule. Deleting charter stockholder-management provision requires majority of all outstanding stock, including otherwise nonvoting stock. Close-status termination requires ≥2/3 each outstanding class or greater articles threshold (§§ 17-7206, 17-7211(a)) |
No fixed agreement term, renewal, or legacy rule. Close status continues until qualifying articles terms deleted or uncured condition breach; voluntary status termination requires articles amendment and class votes (§§ 17-7205-.7206) |
If articles place management with stockholders, existence must be conspicuously noted on every certificate or § 17-6401(f) uncertificated-share notice. No § 17-7210 agreement-specific legend, certificate recall, substitute issuance, or omission-validity rule stated (§ 17-7211(b)) |
§§ 17-7210-.7214 state no purchaser knowledge, rescission, discovery/purchase deadline, or nondisclosure damages remedy for governance agreement/direct-management provision; transfer restrictions and ordinary voting agreements remain separate |
Close corporation may make no public offering; uncured breach can end status. Controlled board power relieves directors and shifts managerial liability to stockholder agreement parties; direct managers are deemed directors and assume all director liabilities. No separate shareholder-debt safe harbor (§§ 17-7202, 17-7205, 17-7210-.7211) |
| Kentucky verified 2026-08-28 | Kentucky Business Corporation Act, KRS ch. 271B; no omnibus corporation-binding shareholder-agreement section. A corporation with 50 or fewer shareholders may use articles to limit/dispense with board authority; § 271B.7-310 separately makes a voting-only shareholder agreement specifically enforceable (§§ 271B.7-310, 271B.8-010) |
Articles route is limited to dispensing with or limiting board authority and must describe who performs some/all board duties; 50-shareholder ceiling applies. Section 271B.7-310 reaches only manner of share voting; no statutory omnibus subject menu or agreement-specific public-policy standard (§§ 271B.7-310, 271B.8-010(3)) |
No special omnibus-agreement participant class. Before shares issue, incorporators or board may adopt an articles amendment; later board proposes and entitled shareholders approve. Two or more shareholders may sign the separate voting agreement; no prospective-holder or subscriber governance-agreement route (§§ 271B.7-310, 271B.10-030, 271B.10-050) |
Corporation-binding board override belongs in articles and must identify board-duty performers; § 271B.7-310 requires a signed agreement for voting only. No omnibus bylaws or separate-contract route, corporation-party/knowledge requirement, or consideration formula (§§ 271B.7-310, 271B.8-010) |
Before shares issue, incorporators or board may amend articles. Later amendment uses board proposal/recommendation, notice to every shareholder, voting-group action, and applicable shareholder votes; no special unanimity rule. Voting agreement requires signatures of two or more shareholders (§§ 271B.7-310, 271B.10-030, 271B.10-050) |
No omnibus-agreement amendment, revocation, extension, successor-holder, or default threshold. Articles changes follow § 271B.10-030; § 271B.7-310 states no amendment or successor rule for its voting-only agreement (§§ 271B.7-310, 271B.10-030) |
No special governance-agreement term, renewal, legacy, or termination rule. Articles provisions continue until effectively amended; § 271B.7-310 states no default term for a voting agreement (§§ 271B.7-310, 271B.10-030) |
No omnibus governance-agreement certificate, uncertificated-share, legend, recall, delivery, or validity rule. Section 271B.8-010 requires the corporation-binding board allocation in articles; § 271B.7-310 states no share-notice requirement (§§ 271B.7-310, 271B.8-010) |
No special purchaser-knowledge, rescission, or deadline rule for a governance agreement. Section 271B.7-310 expressly supplies specific enforcement only for its voting agreement; no purchaser remedy is stated (§ 271B.7-310) |
No agreement-specific public cutoff, director-liability shift, or shareholder personal-liability protection. The articles route turns on 50-or-fewer shareholders and identifies duty performers but states no automatic liability consequence; voting trusts, voting agreements, transfer restrictions, and ordinary contract issues remain separate (§§ 271B.7-310, 271B.8-010) |
| Louisiana verified 2026-08-28 | Louisiana Business Corporation Act; ordinary domestic corporation. A qualifying separate written “unanimous governance agreement” is effective among shareholders and corporation under freedom of contract and enforceable despite inconsistent chapter provisions; board defaults expressly yield (§§ 12:1-732(A)-(B), 12:1-801) |
Board elimination/restriction; distributions subject to § 12:1-640; director/officer selection and terms; divided/weighted voting and director proxies; property/service arrangements; transferred management and deadlock power; dissolution triggers; other changes to statutory results not contrary to public policy (§ 12:1-732(B)(1)-(8)) |
All current shareholders sign; shareholder means record shareholder, including a beneficial owner identified in a filed beneficial ownership certificate to the granted extent. If no shares issued, incorporators or subscribers may act. No prospective-shareholder route (§§ 12:1-140(19A),(21), 12:1-732(A)(1),(G)) |
Must be a written agreement other than articles or bylaws, signed in one or more writings by all current shareholders, governing covered subjects, and stating it is a unanimous governance agreement or governed by § 12:1-732. No corporation-signature, corporate-knowledge, board-approval, or consideration prerequisite stated (§ 12:1-732(A)) |
One or more writings signed by every person who is a shareholder when agreement is made; incorporators/subscribers substitute before any shares issue. No separate class, board, or corporation approval; agreement must include statutory identity statement (§ 12:1-732(A),(G)) |
Unless agreement provides otherwise, amendment or termination requires written consents signed by all then-current shareholders and delivered to corporation; renewal uses same all-then-shareholder written-consent route. Irreconcilable provisions in multiple agreements yield to more recently approved provision. No automatic successor threshold (§ 12:1-732(H)-(I)) |
Unless varied: initial term 20 years; renewal during a term adds up to 20 years after approval; after expiration agreement continues until holders of at least 25% of issued shares of any class deliver termination consents. Ends when corporation becomes public. Corporation sends all shareholders notice within 10 days after renewal/amendment/termination; omission does not defeat effectiveness (§ 12:1-732(D),(I)-(J)) |
Conspicuous existence notation on every outstanding share certificate; existing certificates recalled and compliant substitutes issued. No parallel uncertificated-share information-statement rule in § 12:1-732. Missing certificate notation does not affect agreement or action validity but bears on purchaser knowledge/rescission (§ 12:1-732(C)(1)) |
Purchaser lacking knowledge at purchase may rescind; compliant certificate notation creates deemed knowledge. Rescission action deadline is earlier of 90 days after discovery or 2 years after purchase. Agreement otherwise interpreted/enforced under freedom of contract subject to public policy; no additional agreement-specific damages formula (§ 12:1-732(B),(C)(2)-(3)) |
Agreement ends when shares become exchange-listed or regularly traded in a market maintained by national-securities-association members. Transferred power shifts director-law liability only to director-equivalent extent and includes matching indemnity/protection; agreement existence/performance does not itself create shareholder personal liability despite partnership treatment or omitted formalities. Other nonqualifying shareholder agreements remain enforceable on independent grounds (§§ 12:1-140(18A), 12:1-732(D)-(F),(K)) |
| Maine verified 2026-08-28 | Maine Business Corporation Act 13-C M.R.S. § 743; compliant domestic for-profit or share corporation agreement is effective among shareholders and corporation despite inconsistent Act provisions |
Board elimination/restriction; distributions subject to § 651; directors/officers; divided or weighted voting and director proxies; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (§ 743(1)) |
All current shareholders, including a beneficial owner to rights granted by an on-file nominee certificate; incorporators or subscribers may act if no shares issued (§§ 102(30),(34), 743(2),(7)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 743(2)(A)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No ordinary separate class or board approval stated (§ 743(2)(A),(7)) |
Amendment requires all then-current shareholders unless agreement provides otherwise or § 743(8) controls; deleting an articles no-board provision requires majority of each voting group unless compliant agreement varies that rule (§ 743(2)(B),(8)(D),(F)) |
Unlimited default term unless agreement provides otherwise; statutory effect ends at public-corporation status. No separate renewal rule; § 743(8)(E) preserves a notice exception for certain pre-Act certificates (§ 743(2),(4),(8)(E)) |
Conspicuous certificate or § 627(2) statement notice; recall certificated shares and issue substitutes. Omission does not invalidate agreement/action; pre-Act shareholder-managed certificates have a narrow exception (§ 743(3),(8)(E)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement create deemed knowledge. Action due by earlier of 180 days after discovery or 2 years after purchase (§ 743(3)) |
Ends when shares are exchange-listed, qualifying covered securities, or Exchange Act § 12 registered. Shifted power shifts director liability; no-board shareholders are deemed directors and vote by shares; agreement/formality failure alone does not create shareholder personal liability (§§ 102(24), 743(4)-(6),(8)) |
| Maryland verified 2026-08-28 | Statutory close corporation only; unanimous stockholders' agreement may regulate any corporate affair or stockholder relation (Md. Code, Corps. & Ass'ns §§ 4-101, 4-201, 4-401) |
Any aspect, including management, transfers, dissolution triggers, voting, employment, directors/officers, and dividends or profits; no narrower subject menu stated (§ 4-401(a)) |
Every current record stockholder must assent; subscribers matter to a close-status charter amendment. Gift/bequest successors bind without knowledge; other acquirers only with actual knowledge (§ 1-101(bb); §§ 4-101(c), 4-201(b), 4-401(c)) |
Agreement in charter or bylaws, or written instrument signed by all stockholders; no corporation-party, corporate-knowledge, or consideration requirement stated (§ 4-101(c)) |
Every stockholder actually assents; signed-writing route requires all signatures. Close-status amendment requires every stockholder and subscriber, or the no-stock § 2-603 route (§§ 2-603, 4-101(c), 4-201(b)) |
Amendment only by unanimous written consent of then-party stockholders; gift/bequest acquirer joins regardless of knowledge, other acquirer only with actual knowledge; no separate revocation or extension default stated (§ 4-401(b)-(c)) |
No fixed term, renewal, legacy rule, or public-market cutoff stated; special route requires close status, removable only by every stockholder and subscriber (§§ 4-101(b), 4-203, 4-401) |
Prominent close-corporation reference on election and later charter documents and each outstanding-stock certificate; omission does not affect close status. No agreement legend, recall, or information-statement rule stated (§ 4-202) |
Gift/bequest recipient from a party binds without knowledge; other acquirer binds only with actual knowledge. No rescission clock; court may enjoin, grant other fair equitable relief, or order dissolution (§ 4-401(c)-(d)) |
No public-status cutoff. Separate charter no-board election transfers management to stockholders, applies named director liabilities, and excludes vote-caused liability for a holder not entitled to vote; otherwise valid agreements remain unaffected (§§ 4-301 to 4-303, 4-401(e)) |
| Massachusetts verified 2026-08-27 | G.L. c. 156D, §§ 1.40, 7.32; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent chapter provisions |
Board elimination/restriction, distributions subject to § 6.40, directors/officers, voting, property/services, transferred management and deadlock power, dissolution triggers, and residual governance not contrary to public policy (§ 7.32(a)) |
All current shareholders, including a beneficial owner to nominee-certificate rights; incorporators or subscribers may act if no shares have issued (§§ 1.40, 7.32(b),(g)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party, board, or consideration requirement stated (§ 7.32(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated (§ 7.32(b)(1)) |
Amendment requires all then-current shareholders unless agreement provides otherwise; no statutory revocation, extension, or automatic successor-holder rule stated (§ 7.32(b)(2)) |
Defaults to 10 years unless agreement provides otherwise; statutory effect automatically ends at specified public trading; no renewal or legacy rule stated (§ 7.32(b)(3),(d)) |
Conspicuous certificate or § 6.26(b) information-statement notice; corporation must recall outstanding certificates and issue substitutes. Omission does not invalidate agreement or action (§ 7.32(c)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement supply deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase; no separate contract remedy stated (§ 7.32(c)) |
Automatically ends upon national-exchange listing or regular qualifying association-market trading; board may delete expired references. Shifted power shifts director-law liability; partnership treatment or omitted formalities alone do not impose shareholder personal liability; other lawful agreements preserved (§ 7.32(d)-(h)) |
| Michigan verified 2026-08-27 | Mich. Comp. Laws §§ 450.1106(1), 450.1488; ordinary domestic corporation under the Business Corporation Act; compliant shareholder agreement effective among shareholders and corporation despite inconsistent Act provisions |
Board elimination/restriction, distributions subject to cross-referenced creditor protections, directors/officers, voting, property/services, transferred management and deadlock power, dissolution triggers, assessable shares, and other governance not contrary to public policy (§ 450.1488(1)) |
All current shareholders; incorporators or subscribers may act if no shares have issued. No separate prospective-shareholder or beneficial-owner route stated (§§ 450.1109(2), 450.1488(2),(9)) |
Articles/bylaws provision approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 450.1488(2)(a)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated. Failed unanimity does not invalidate an agreement otherwise valid outside § 450.1488 (§ 450.1488(2),(10)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, or class rule stated (§ 450.1488(2)(b)) |
No fixed term, renewal, or legacy rule stated; agreement's statutory effect ends at specified national-exchange listing or regular securities-association market trading (§ 450.1488(4)) |
Conspicuous certificate or § 450.1336 information-statement notice; recall existing certificates and issue substitutes. Omission does not invalidate agreement or action (§ 450.1488(3)) |
Unknowing purchaser at ownership transfer may rescind; compliant notation and timely uncertificated statement supply knowledge. Action due by earlier of 90 days after discovery or 2 years after transfer (§ 450.1488(3)) |
Ends at national-exchange listing or regular securities-association market trading; board may delete expired reference. Shifted board power shifts director-law liability and director treatment for cross-referenced protections; agreement/formality failures alone do not impose shareholder personal liability; contingent dissolution needs statutory certificate (§ 450.1488(4)-(10)) |
| Minnesota verified 2026-08-28 | Minnesota Business Corporation Act, ch. 302A; ordinary domestic corporation. A written shareholder control agreement covering any phase of business/affairs, liquidation/dissolution, or shareholder/subscriber relations is valid and specifically enforceable; the Act expressly subjects board management to § 302A.457 (§§ 302A.111, subd. 2, 302A.201, subd. 1, 302A.457, subds. 1-2) |
Any phase of business and affairs, liquidation/dissolution, and shareholder/subscriber relations; express examples are management, distributions, director/officer election, employment, and dispute arbitration. Chapter defaults expressly made modifiable include board-centered governance; no agreement-specific public-policy formula stated (§§ 302A.111, subd. 2, 302A.457, subds. 1-2) |
All persons registered as shareholders when the agreement first becomes effective and all subscribers for shares to be issued, whether or not their shares vote, must sign; persons who are neither shareholders nor subscribers may also be parties. Beneficial owners and secured parties receive a copy right but no separate adoption role (§§ 302A.011, subd. 29, 302A.457, subds. 1-2) |
Written agreement signed by the required holders/subscribers; a copy must be filed with the corporation. Corporation signature, board approval, and consideration are not stated prerequisites; § 302A.111 separately recognizes articles and, for some defaults, bylaws routes (§§ 302A.111, subds. 2-3, 302A.457, subd. 2(a)-(b)) |
Every current shareholder, voting or nonvoting, and every subscriber for voting or nonvoting shares to be issued must sign when the agreement first becomes effective. No class vote, corporation execution, or board approval is separately required (§ 302A.457, subd. 2(a)) |
The agreement may authorize nonunanimous amendment; statute states no separate default amendment, revocation, extension, waiver, affected-holder, or successor threshold. It is enforceable by parties and against only parties and other persons with knowledge, rather than automatically against every successor (§ 302A.457, subd. 2(a)-(b)) |
No statutory default or maximum term, renewal route, legacy rule, new-holder termination, or agreement-specific termination event. The agreement controls its own duration subject to general enforceability; knowledge, not a statutory time limit, controls nonparty reach (§ 302A.457, subds. 1-2) |
Agreement copy filed with corporation; conspicuous certificate notation must state the existence and location of a copy, and equivalent information accompanies uncertificated shares under § 302A.417, subd. 7. No recall rule; omission does not expressly invalidate the agreement but matters to whether a nonparty has knowledge. Qualifying publicly held electronic systems need not send § 302A.417 information (§§ 302A.417, subd. 7, 302A.457, subd. 2(b)) |
Binding and enforceable against parties and other persons with knowledge; shareholder, beneficial owner, or share secured party may demand a corporation-paid copy. Agreement is valid and specifically enforceable, but statute supplies no purchaser rescission or discovery/purchase deadline (§ 302A.457, subds. 1-2) |
No agreement-specific public-company cutoff; § 302A.417 has a narrow publicly held electronic-system notice exception. When shareholders exercise director discretion or powers under the agreement, directors are relieved and agreement parties receive director-law liability to that extent and while it continues; a shareholder lacking the right to vote on the action is not liable merely by virtue of the vote. Other valid agreements remain available (§§ 302A.417, subd. 7, 302A.457, subds. 3-4) |
| Mississippi verified 2026-08-28 | Mississippi Business Corporation Act, Miss. Code § 79-4-1.01 et seq.; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent chapter provisions (§§ 79-4-1.40(4), 79-4-7.32(a)) |
Board elimination/restriction, distributions subject to § 79-4-6.40, directors/officers, voting, property/services, transferred management/deadlock power, dissolution triggers, and residual governance not contrary to public policy (§ 79-4-7.32(a)) |
All current shareholders; shareholder includes record holder or nominee-certificate beneficial owner to granted rights. Incorporators/subscribers may act if no shares issued; no general prospective-holder route (§§ 79-4-1.40(26),(29), 79-4-7.32(b),(g)) |
Articles/bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. No corporation-party, separate filing, or consideration formula stated (§ 79-4-7.32(b)(1)) |
Every current shareholder approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 79-4-7.32(b)(1),(g)) |
Default amendment requires all persons who are shareholders at amendment time unless agreement provides otherwise. No separate revocation threshold, affected-holder veto, transferee signature, successor assent, or transferor rule (§ 79-4-7.32(b)(2)) |
Ten-year default term unless agreement provides otherwise; no separate renewal or legacy rule. Ends when corporation becomes public; board may delete articles/bylaw text without shareholder action after any cessation (§ 79-4-7.32(b)(3),(d)) |
Conspicuous existence notice on every outstanding certificate or § 79-4-6.26(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not invalidate agreement or action (§ 79-4-7.32(c)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated statement delivered at/before purchase. Action due by earlier of 90 days after discovery or 2 years after purchase; no alternate nondisclosure damages remedy (§ 79-4-7.32(c)) |
Ends when shares are nationally listed or regularly traded in specified association-member market. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Other agreements and disputes remain separate (§§ 79-4-1.40(22), 79-4-7.32(d)-(f)) |
| Missouri verified 2026-08-28 | Mo. Rev. Stat. §§ 351.750-.865, especially § 351.800; statutory close corporation only; written all-shareholder agreement regulates corporate powers, management, affairs, and holder relationships |
Board elimination/restriction, director proxies, weighted voting, partnership treatment, and shareholder-corporation relationships; board elimination and shareholder dissolution rights require articles statements (§§ 351.800, .805) |
All current shareholders; subscribers may act if no shares have issued. Corporation must have no more than 50 shareholders when electing close status; no prospective-holder or beneficial-owner agreement route stated (§§ 351.755, .800) |
Close status must be stated in articles; governance agreement must be written by all shareholders. Corporation-party, corporate-knowledge, filing, and consideration conditions are not stated for validity (§§ 351.755, .800) |
All shareholders agree in writing; subscribers may act before issuance. Existing corporation elects close status by 2/3 of each class/series, including nonvoters; board-elimination amendment requires all shareholders (§§ 351.755, .800, .805) |
All shareholders approve amendment in writing unless agreement provides otherwise; compliant share notice binds later interest claimants, while absent notice requires their or predecessor's knowledge/notice (§§ 351.760, .800(6)) |
No fixed agreement term or renewal rule stated; close status terminates by articles amendment approved by 2/3 of each class/series, and otherwise-valid agreement rights can survive status termination (§§ 351.800, .835-.840) |
Exact conspicuous certificate notice; uncertificated notice within reasonable time after issue/transfer; compliant notice binds interest claimants to referenced documents. No certificate-recall duty stated (§ 351.760) |
Compliant status notice binds a person claiming an interest; without compliance, binding requires that person or predecessor to have knowledge/notice. No statutory rescission right or deadline stated (§ 351.760) |
No exchange/public-trading cutoff stated; close status ends by charter amendment. Restricted board power shifts director-law liability; no-board voter rule and formality shield apply (§§ 351.800(3), .805(3), .825, .835) |
| Montana verified 2026-08-28 | Montana Business Corporation Act § 35-14-732; compliant domestic for-profit corporation agreement is effective among shareholders and corporation despite inconsistent chapter provisions |
Board elimination/restriction; distributions subject to § 35-14-640; directors/officers; divided or weighted voting and director proxies; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (§ 35-14-732(1)) |
All current record shareholders, including a beneficial owner named in an on-file beneficial-ownership certificate to granted extent; incorporators/subscribers may act if no shares issued (§§ 35-14-140(45),(49),(53), -732(2),(7)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 35-14-732(2)(a)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No separate class or board approval stated (§ 35-14-732(2)(a),(7)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, class, or board rule stated (§ 35-14-732(2)(b)) |
No fixed statutory term: limits, if any, must be set in agreement. No statutory public-status termination, renewal, or legacy-agreement rule stated (§ 35-14-732(8)) |
Conspicuous certificate or § 35-14-626(2) information-statement notice; recall certificated shares and issue substitutes. Omission does not invalidate agreement or action (§ 35-14-732(3)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement create considered knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 35-14-732(3)) |
No public-corporation cutoff stated. If agreement ends for any reason, board may remove charter/bylaw references; shifted board power shifts director-law liability; agreement/partnership treatment/formality failure alone cannot create shareholder personal liability (§ 35-14-732(4)-(6)) |
| Nebraska verified 2026-08-28 | Nebraska Model Business Corporation Act § 21-274; compliant ordinary-corporation agreement is effective among shareholders and corporation despite inconsistent Act provisions |
Board elimination/restriction; distributions subject to § 21-252; directors/officers; divided or weighted voting and director proxies; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (§ 21-274(a)) |
All current shareholders; shareholder means record shareholder, including a beneficial owner named in an on-file beneficial-ownership certificate to granted extent. If no shares issued, incorporators or subscribers may act (§§ 21-214(45),(47),(51), 21-274(b),(g)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 21-274(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No separate class or board approval stated (§ 21-274(b)(1),(g)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, class, or board rule stated (§ 21-274(b)(2)) |
Duration limits are agreement-set; agreement formed under repealed pre-2017 statutes remains governed by their 10-year limit unless it provided otherwise. No separate renewal rule stated (§ 21-274(h)) |
Conspicuous certificate or § 21-247(b) information-statement notice; recall certificated shares and issue substitutes. Omission does not invalidate agreement or action (§ 21-274(c)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement create deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 21-274(c)) |
Agreement ends upon exchange listing or regular trading in a national-association-member market. Shifted board power shifts director-law liability; agreement/partnership treatment/formality failure alone does not create shareholder personal liability (§§ 21-214(42), 21-274(d)-(f)) |
| Nevada verified 2026-08-28 | NRS ch. 78A special close corporation only; ordinary Chapter 78 corporation remains board-controlled subject to chapter/articles. Close agreement may regulate corporate powers, management/business, or shareholder relations and operate despite partnership-like form (§§ 78.120(1), 78A.010, 78A.070-.080) |
Corporate powers, management, shareholder relations; board elimination/restriction, director proxies, weighted votes, partnership treatment; any affairs phase including dividends/profits, directors/officers, shareholder employment, arbitration. Elimination and dissolution option require articles statements (§§ 78A.070-.090) |
All close-corporation shareholders entitled to vote sign agreement; close status requires all shares certificated/transfer-restricted, ≤30 record holders, no public offering. Subscribers may act before shares issue; incorporators act for board-elimination amendment if no subscribers (§§ 78A.020, 78A.070(1),(7), 78A.090(2)) |
Written all-voting-shareholder agreement; broad validity also covers written stockholder agreement or articles/bylaw provision. Board elimination ineffective unless articles say so; dissolution option likewise articles-based. No corporation-party, corporate-knowledge, filing, or consideration formula stated (§§ 78A.070-.080) |
All shareholders entitled to vote sign governance agreement. Articles amendment eliminating board requires all shareholders, including otherwise nonvoting; before shares, all subscribers or, if none, incorporators. Existing corporation electing close status generally uses amendment rules, with ≥2/3 of each voting class if NRS 78.390 route (§§ 78A.030, 78A.070(1), 78A.090(2)) |
Agreement amendment requires written approval of all voting shareholders unless agreement varies. Reinstating board requires ≥2/3 votes of each class/series as separate groups, including otherwise nonvoting, and articles amendment. No successor-holder or transferor rule stated (§§ 78A.070(6), 78A.090(4)) |
No fixed agreement term, renewal, or legacy rule. Close status ends by qualifying-articles deletion or uncured breach; voluntary termination needs ≥2/3 voting shares of each class or greater articles threshold. Agreement/articles rights survive status termination unless invalidated by law (§§ 78A.170-.200) |
Every share must be certificated and each certificate must carry exact conspicuous close-corporation notice; corporation supplies relevant restrictive provisions free on written request. No uncertificated route, recall duty, or substitute-certificate rule (§§ 78A.020(1), 78A.040(1),(3)) |
Compliant certificate notice binds person claiming interest to referenced records; without it, person is bound by records known/noticed to claimant or predecessor. No purchaser rescission, discovery/purchase deadline, or nondisclosure damages remedy stated (§ 78A.040(1)-(2)) |
Close corporation may not publicly offer stock; uncured breach can terminate status. Restricted board power relieves directors and shifts director-law liability to power holders to that extent; permissible close-corporation formality failures alone do not impose shareholder personal liability. Ordinary voting/transfer agreements and disputes remain separate (§§ 78A.020(1), 78A.070(3), 78A.120, 78A.170-.200) |
| New Hampshire verified 2026-08-28 | New Hampshire Business Corporation Act RSA 293-A:7.32; compliant domestic for-profit corporation agreement is effective among shareholders and corporation despite inconsistent chapter provisions |
Board elimination/restriction; distributions subject to RSA 293-A:6.40; directors/officers; divided or weighted voting and director proxies; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (RSA 293-A:7.32(a)) |
All current shareholders, including a beneficial owner to rights granted by an on-file nominee certificate; incorporators or subscribers may act if no shares issued (RSA 293-A:1.40(21),(24), :7.32(b),(g)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (RSA 293-A:7.32(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No separate class or board approval stated (RSA 293-A:7.32(b)(1),(g)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, class, or board rule stated (RSA 293-A:7.32(b)(2)) |
Valid for 10 years unless agreement provides otherwise; statutory effect ends when corporation becomes public. No separate renewal or legacy-agreement rule stated (RSA 293-A:7.32(b)(3),(d)) |
Conspicuous certificate or RSA 293-A:6.26(b) information-statement notice; recall certificated shares and issue substitutes. Omission does not invalidate agreement or action (RSA 293-A:7.32(c)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement create deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (RSA 293-A:7.32(c)) |
Agreement ends at public-corporation status: exchange listing or regular national-securities-association-member market trading. Shifted board power shifts director-law liability; agreement/partnership treatment/formality failure alone does not create shareholder personal liability (RSA 293-A:1.40(18A), :7.32(d)-(f)) |
| New Jersey verified 2026-08-27 | N.J.S.A. 14A:1-2.1(g), 14A:5-21; ordinary domestic for-profit corporation; no omnibus freestanding-agreement override. Certificate provision may validly restrict board management or transfer board authority despite the ordinary prohibition (§ 14A:5-21(2)) |
Only board-management restriction or transfer to named or shareholder-selected persons is expressly validated; all board authority may be transferred and board eliminated. Separate signed voting agreement is specifically enforceable but not an omnibus governance override (§ 14A:5-21(1)-(2)) |
All incorporators for initial certificate, or every holder of record of every outstanding share, voting or nonvoting, for amendment; management may vest in one or more named or shareholder-selected persons. No prospective-holder, beneficial-owner, or subscriber route stated (§ 14A:5-21(2),(7)) |
Override must be a certificate-of-incorporation provision; no bylaw or freestanding written-contract route. No corporation-party, corporate-knowledge-at-adoption, or consideration requirement stated (§ 14A:5-21(2)) |
All incorporators authorize initial-certificate provision, or all record holders of all outstanding shares authorize amendment, whether or not shares have voting power; no separate board approval stated (§ 14A:5-21(2)) |
A restrictive provision added or changed by certificate amendment requires all outstanding record holders; no less-than-all, class, successor, extension, or ordinary revocation rule stated. Invalidity triggers mandatory deletion amendment and filing (§ 14A:5-21(2),(4)) |
No fixed term, renewal, or legacy rule. Provision becomes invalid, when known to board or power holders, upon specified unnotified issuance/transfer or national-exchange/regular OTC quotation (§ 14A:5-21(3)) |
Existence must be conspicuously noted on face of every issued share certificate; holder conclusively takes with notice. No information-statement, recall, or omission-validity rule stated (§ 14A:5-21(6)) |
Known later issuance/transfer to certificate taker without notice invalidates provision unless taker consents in writing; face notation gives conclusive notice. No rescission remedy or deadline stated; separate voting agreements are specifically enforceable (§ 14A:5-21(1),(3),(6)) |
Known national-exchange listing or regular OTC quotation by securities-association member invalidates provision; board/power holders must file deletion amendment. Power holders receive director rights/powers/privileges/liabilities and corporate-agent status; no express shareholder personal-liability shield (§ 14A:5-21(3)-(5)) |
| New Mexico verified 2026-08-28 | Ordinary domestic for-profit corporation; no omnibus agreement override. Articles may redirect board powers and duties; separate agreement statute reaches share voting only (NMSA 1978 §§ 53-11-2, -34(B), -35(A), 53-12-2) |
Articles may direct management, regulate affairs and internal affairs, define/limit/regulate corporation, director, shareholder or class powers, restrict transfers, and include bylaw-permitted provisions, all subject to consistency with law (§ 53-12-2(B)-(D)) |
Articles route is corporate charter architecture, not an all-holder agreement; original articles use one or more incorporators. Shareholder means record holder; no beneficial-owner or prospective-holder agreement route stated (§§ 53-11-2(E)-(F), 53-12-1) |
Board-power allocation must be in articles; bylaws may regulate management only consistently with law and articles. Written voting agreements are valid and specifically enforceable but do not supply omnibus effect (§§ 53-11-27, -34(B), -35(A), 53-12-2) |
Original articles signed/delivered by one or more incorporators; no all-shareholder signature rule. No-shares amendment is board-only; issued-share amendment requires board proposal plus shareholder vote (§§ 53-12-1, 53-13-2(A)) |
Articles amendment ordinarily requires majority of all entitled shares plus majority of each entitled class; charter may require more. Pre-June 17, 1983 private corporations retain former two-thirds rules until articles opt in (§§ 53-13-2(C), 53-18-6, -6.1(A)) |
Articles provision remains until lawfully amended; no fixed term, renewal, successor-holder, public-market cutoff, or omnibus-agreement legacy rule stated. Separate voting trust, not voting agreement, has 10-year maximum (§§ 53-11-34, 53-13-1 to -2) |
No special governance-agreement certificate legend, uncertificated statement, recall, delivery, or validity rule; the corporation-binding terms reside in publicly filed articles (complete Business Corporation Act; §§ 53-12-1 to -3, 53-13-4 to -5) |
No omnibus purchaser-knowledge or rescission package. Voting agreements are specifically enforceable; no statutory rescission clock or contract-remedy rule is supplied for the articles route (§ 53-11-34(B)) |
No public-status cutoff or agreement-based shareholder-liability shield. Articles may assign board powers/duties to named persons; statute does not expressly shift director liability to them. Ordinary director standards and limited articles exculpation remain (§§ 53-11-35, 53-12-2(E)) |
| New York verified 2026-08-27 | N.Y. Bus. Corp. Law § 620(b)-(g); ordinary corporation; broad board-control override must be a certificate provision. § 620(a)'s signed voting agreement is a separate signer-only voting device |
May restrict board management or transfer all or part of board management authority to shareholders or selected persons/corporations; § 620 states no broader distributions/services/dissolution menu (§ 620(b)) |
All incorporators or record holders of all outstanding shares, whether voting or nonvoting; later recipients need knowledge, notice, or written consent. No beneficial-owner or subscriber route stated (§ 620(b)) |
Provision in certificate of incorporation or amendment; not a bylaw or separate corporation-holder contract. No corporate-party, corporate-knowledge, or consideration formula stated (§ 620(b)) |
All incorporators or every record holder of every outstanding share, including nonvoting shares, must authorize certificate provision; no separate board approval stated (§ 620(b)(1)) |
Striking provision generally uses two-thirds for legacy corporations or majority for qualifying certificate/post-effective-date corporations, subject to greater certificate threshold; certificate may set future strike threshold not below majority (§ 620(d)) |
No fixed term. Valid only while no shares are nationally listed or regularly quoted in specified OTC market; after invalidity board may file amendment striking provision and state the terminating event (§ 620(c),(e)) |
Existence must be noted conspicuously on every issued share certificate. § 620 states no recall, uncertificated information-statement, delivery, or omission-validity rule (§ 620(g)) |
After adoption, transfer or issuance only to persons with knowledge or notice or written consent; § 620 states no purchaser rescission right or deadline (§ 620(b)(2)) |
National listing or specified OTC quotation ends validity. Directors relieved and authorizing/consenting shareholders assume chapter-imposed managerial liability to extent provision controls board; no separate shareholder-debt protection stated (§ 620(c),(f)) |
| North Carolina verified 2026-08-27 | N.C. Gen. Stat. §§ 55-1-40, 55-7-31; ordinary domestic for-profit or capital-stock corporation that is not public; compliant subsection (b) agreement effective among shareholders and corporation despite inconsistent Chapter 55 provisions |
Board elimination/restriction, distributions subject to § 55-6-40, directors/officers, voting, property/services, transferred management and deadlock power, dissolution triggers, and other governance not contrary to public policy (§ 55-7-31(b)) |
All current shareholders for corporation-binding route; shareholder includes nominee-certificate beneficial owner to granted rights; incorporators/subscribers may act before shares issue. Separate subsection (i) writing may include all or fewer shareholders and a nonshareholder party (§§ 55-1-40(22), 55-7-31(d),(h)-(i)) |
Subsection (b): articles/bylaws approved by all current shareholders, or written document signed by all current shareholders and made known to corporation. Subsection (i): written agreement between all or fewer shareholders, alone or with a nonshareholder party; no consideration formula stated (§ 55-7-31(d),(i)) |
All current shareholders approve articles/bylaws route or sign separate corporation-binding document; no separate class or board approval stated. Inter-party subsection (i) route may involve fewer than all (§ 55-7-31(d),(i)) |
Corporation-binding agreement amendment requires all current shareholders unless agreement provides otherwise; no separate statutory revocation, extension, successor-holder, or class rule stated (§ 55-7-31(d)(2)) |
No fixed term or renewal rule for omnibus/inter-party governance agreements; any duration limit must be stated in agreement. Legacy 10-year rule applies only to pre-October 1, 2018 voting agreements (§ 55-7-31(j)) |
Conspicuous certificate or § 55-6-26(b) information-statement notice; recall existing certificates and issue substitutes. Omission does not invalidate agreement or action (§ 55-7-31(e)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement supply deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase; subsection (a) voting-agreement specific enforcement is a separate route (§ 55-7-31(a),(e)) |
Subsection (b) unavailable to public corporations and ends at Exchange Act §12 registration; board may delete expired reference. Agreement-controlled managerial power shifts director liability to power holder; partnership treatment or omitted formalities alone do not impose shareholder personal liability (§§ 55-1-40(18a), 55-7-31(f)-(i)) |
| North Dakota verified 2026-08-28 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; written § 10-19.1-83 shareholder control agreement for domestic for-profit corporation is valid/specifically enforceable and may control business/affairs, liquidation/dissolution, or holder/subscriber relations; ordinary board rule is subject to it (§§ 10-19.1-00.1, -01(16), -32(1), -83) |
May cover management, distributions, director/officer election, employment, arbitration, any business/affairs phase, liquidation/dissolution, and shareholder/subscriber relations. Section 83 states no separate subject menu for property/services or explicit distribution/public-policy limiter; procedure is nonexclusive of otherwise valid agreements (§ 10-19.1-83(1)-(2),(6)) |
All shareholders when agreement first effective, voting or nonvoting, plus all subscribers for shares to be issued must sign; outsiders may also be parties. Statutory shareholder is registered owner/private-key owner; beneficial owner is separately entitled to demand a copy but is not included solely by that status; incorporators not separately named (§§ 10-19.1-01(57),(59), -83(1)-(3)) |
Must be written; signed original filed with corporation. Special route does not require placement in articles/bylaws, corporation-party status, board approval, separate public filing, or stated consideration; outsiders may be parties and § 83 is nonexclusive of shareholder-corporation agreements (§ 10-19.1-83(1)-(3),(6)) |
Every current shareholder, whether voting or nonvoting, and every subscriber for voting or nonvoting shares to be issued signs when agreement first becomes effective. No board, class, articles, bylaws, or fewer-holder substitute is stated (§ 10-19.1-83(2)) |
Agreement may provide for amendment through nonunanimous means; § 83 states no fallback amendment threshold if silent and no separate revocation/extension or affected-holder rule. It binds parties and other persons with knowledge rather than every successor automatically (§ 10-19.1-83(2)-(3)) |
Section 83 states no fixed/default term, maximum duration, renewal rule, legacy clause, loss-of-holder status event, issuance-to-nonparty event, or public-status termination (§ 10-19.1-83) |
Signed original filed with corporation; existence and copy location conspicuously noted on each issued certificate and included in § 10-19.1-66(6) uncertificated-share information. Shareholder, beneficial owner or security-interest holder may demand corporation-paid copy. No recall, substitute-certificate, delivery clock, or omission-validity rule stated (§ 10-19.1-83(3)) |
Agreement is binding against parties and other persons with knowledge; statute states no purchaser-specific deemed-knowledge rule, rescission right, rescission clock, or damages formula. Qualifying agreement is specifically enforceable, and procedure is nonexclusive (§ 10-19.1-83(1)-(3),(6)) |
No public-company cutoff stated. Removing authority/responsibility relieves former holder of corresponding legal liability and imposes it on person receiving power; shareholder is not liable through this shift merely by a vote the shareholder had no right to cast. Section 83 states no broader partnership/formality personal-liability shield and is nonexclusive (§ 10-19.1-83(4)-(6)) |
| Ohio verified 2026-08-27 | Ohio Rev. Code §§ 1701.01(X), 1701.591; qualifying ‘close corporation agreement’ for an ordinary domestic corporation; binds corporation and all shareholders and overrides Chapter 1701 defaults subject to listed limits |
Any internal-affairs/shareholder-relations matter; express menu includes management, dissolution triggers, voting, officers/directors, employment, distributions, board elimination/delegation, inspection, share issuance, deadlock arbitration, and annual-meeting waiver. Required filings and listed sections remain mandatory (§ 1701.591(C)-(D)) |
Every current shareholder, voting or nonvoting, must assent in writing; ‘shareholder’ includes a subscriber unless governing documents/subscription say otherwise. Agreement may delegate board authority to other persons; no prospective-holder or beneficial-owner adoption route stated (§§ 1701.01(F), 1701.591(A),(C)) |
Must be in articles, shareholder/director regulations, or another writing and state § 1701.591 governance. Separate writing entered in shareholder minutes; missing minutes alone does not invalidate. No corporate-party, board-knowledge, or consideration formula stated (§ 1701.591(A)-(B),(F)) |
Written assent by every person who is a shareholder at adoption, including nonvoting holders; no separate class vote or board approval. Agreement must contain the statutory-governance statement (§ 1701.591(A)) |
Default: all outstanding shares of each class held by then-parties; agreement may lower only to ≥4/5 of each class. Pre-1994 agreement with no threshold uses 4/5; fewer-than-all written consent triggers secretary mailing; articles agreement amendment must be filed (§ 1701.591(E)) |
No fixed term. Automatically invalid on national-exchange listing, Exchange Act § 12(g) registration, specified Securities Act/§ 15(d) reporting status, or an unnotified purchaser's completed rejection/buyback-failure sequence; independently valid terms ordinarily survive. Remedial savings reach agreements created from Nov. 17, 1981 (§ 1701.591(I),(N)) |
Agreement existence must be conspicuously noted on every certificate; notation gives conclusive notice. Uncertificated shares are prohibited while agreement is effective, and adoption itself instructs replacement with certificates (§ 1701.591(H),(L)) |
Gift/bequest/inheritance transferees and purchasers/transferees with knowledge or notice are bound. Protected no-notice acquirer may reject by earlier of 90 days after first notice or 3 years after transfer/issue; corporation has 30 days to offer full-price purchase, acquirer 30 days to accept, and corporation 7 days after certificate/proof delivery to pay (§ 1701.591(H)-(J)) |
Agreement invalid on three specified public-status events. If board eliminated, shareholders are deemed directors with director liabilities, immunities, defenses, and indemnification, except holders denied action/inaction rights; court may order injunction, specific performance, or equitable relief. Other lawful shareholder agreements remain possible (§ 1701.591(G),(I)-(K)) |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. ch. 22. The certificate may shift stated board powers/duties to stated persons; § 1063 covers voting agreements. Enacted § 1016(18) adds a corporation-holder contract route November 1, 2026 (§§ 1006, 1016, 1027, 1063; 2026 O.S.L. ch. 304). |
Current certificate may manage affairs and define/limit corporate, director, and shareholder powers if not contrary to Oklahoma law; bylaws cannot conflict with law/certificate; voting agreement governs voting. Future § 1016(18) permits action restrictions, third-person approvals, and action/inaction covenants, but not terms contrary to certificate or state law (§§ 1006(B)(1), 1013(B), 1063(C)-(D); ch. 304, § 2) |
No current special omnibus participant class. Charter route uses incorporators/directors before stock payment and board plus entitled shareholders afterward; voting agreement requires two or more shareholders. Future corporation contract may include one or more current/prospective shareholders or beneficial owners in that capacity (§§ 1063(C), 1076(B), 1077(B); ch. 304, § 2) |
Current board-power shift must be in certificate; bylaws may regulate affairs/powers only consistently with law/certificate; § 1063 voting agreement is signed writing. Future route is a corporation contract for board-determined minimum consideration, including inducing holder action/inaction; no corporate-knowledge substitute is stated (§§ 1006(B)(1), 1013(B), 1027(A), 1063(C); ch. 304, § 2) |
Before stock payment, certificate amendment requires majority incorporators if no directors are named/elected, otherwise majority directors. After payment, board proposes/advises and majority outstanding voting stock plus each entitled class approves; greater charter vote controls. Voting agreement needs signatures of at least two shareholders. Future contract requires board-set minimum consideration but states no holder unanimity (§§ 1063(C), 1076(B), 1077(B)(1),(4); ch. 304, § 2) |
No current agreement-specific amendment, revocation, extension, successor, or default threshold. Certificate changes use §§ 1076-1077 and protected greater charter votes; § 1063 states no amendment or successor rule for its voting-only agreement. Future § 1016(18) adds no special amendment or successor-holder rule (§§ 1063(C)-(D), 1076(B), 1077(B)(1),(4); ch. 304, § 2) |
No special governance-agreement term, renewal, legacy, or termination rule. Certificate provisions remain until lawfully amended; § 1063(C)-(D) states no default duration for voting agreements. Future § 1016(18) states no default term, renewal rule, legacy savings clause, or automatic termination event (§§ 1063, 1076-1077; ch. 304, § 2) |
A board-power allocation under § 1027(A) belongs in the filed certificate; § 1063(C)-(D) governs signed voting agreements. Enacted § 1016(18) authorizes a corporation-holder contract subject to certificate and state-law limits (§§ 1027(A), 1063(C)-(D), 1076(B), 1077(B); ch. 304, § 2). |
No current special purchaser-knowledge, rescission, purchase/discovery clock, or governance-agreement remedy. Section 1063 preserves lawful voting/other agreements but supplies no purchaser remedy. Future § 1016(18) subjects the corporation to remedies under governing contract law for nonperformance, without a statutory rescission deadline (§ 1063(C)-(D); ch. 304, § 2) |
No current or future agreement-specific public-company cutoff or general transferred-power liability shift. Current certificate may assign board powers to stated persons; shareholders remain free of corporate-debt liability unless the certificate imposes it or their own conduct/acts create liability, and § 1006(B)(7) treats board-power holders as directors only for its charter-exculpation rule. Voting, transfer, fiduciary, securities, and contract disputes remain separate (§§ 1006(B)(6)-(7), 1027(A); ch. 304, § 2) |
| Oregon verified 2026-08-28 | Oregon Business Corporation Act, ORS ch. 60; post-1993 § 60.265 agreement for domestic for-profit corporation is effective among shareholders and corporation and binds board despite inconsistent chapter provisions; no close-corporation election required (§§ 60.001(5), 60.265(1), 60.301, 60.951) |
Five subjects: restrict board power; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; or trigger dissolution. No express distribution, board-elimination, transferred-management/deadlock, or residual public-policy category (§ 60.265(1)) |
All persons who are shareholders when agreement is made; shareholder includes record holder or beneficial owner to extent of rights in nominee certificate on file. If no shares issued, incorporators or subscribers may act as shareholders; no general prospective-holder route (§§ 60.001(30),(36), 60.265(2)(a),(7)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 60.265(2)(a)) |
Every person who is a shareholder at agreement time approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 60.265(2)(a),(7)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Section 60.265 states no separate revocation/extension threshold, affected-holder veto, successor assent, or transferor rule (§ 60.265(2)(b)) |
Special route applies to agreements entered after Dec. 31, 1993; ten-year default term unless agreement provides otherwise, with no separate renewal or pre-1994 savings rule stated. Agreement ends on national-exchange listing or NASDAQ quotation; after any cessation board may delete articles/bylaw text without shareholder action (§ 60.265(1),(2)(c),(4)) |
Conspicuous existence notice on each outstanding certificate or § 60.164(2) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§§ 60.164(2), 60.265(3)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earliest of 90 days after specified rights notice, 1 year after discovery, or 3 years after purchase; no alternate statutory damages remedy stated (§ 60.265(3)) |
Agreement ends on national-exchange listing or NASDAQ quotation. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§§ 60.265(4)-(6), 60.301) |
| Pennsylvania verified 2026-08-27 | 15 Pa.C.S. §§ 1103, 1725(b)(3), 2301, 2331, 2335; ≤30-holder closely held recognition plus developed statutory-close-corporation written-agreement route; no general Model Act-style omnibus section |
Statutory-close agreement may restrict board discretion and cover any phase of affairs, including management, dividends/profits, director/officer election, shareholder employment, and arbitration; Chapter 23 status and other law still govern (§§ 2301(c), 2331, 2335) |
§ 2331 board restriction: shareholder parties collectively entitled to cast at least a majority of director-election votes; agreement may also include a nonshareholder party. ‘Shareholder’ includes a record holder or subscriber; no beneficial-owner or prospective-holder route stated (§§ 1103, 2331) |
Written shareholder agreement; corporation need not be a party under §§ 2331 or 2335. Statutory-close status and no-public-offering term belong in articles; no corporate-knowledge, filing-with-officer, or consideration formula stated (§§ 2303-2305, 2331, 2335) |
Agreement parties must satisfy § 2331's collective majority-of-director-election-votes condition for board restriction; § 2335 states no separate vote. Existing-corporation close-status election separately requires every shareholder, voting or nonvoting; no separate board approval stated (§§ 2305, 2331, 2335) |
No agreement-specific amendment, revocation, extension, successor-holder, or default threshold stated in §§ 2331 or 2335; do not import § 2332's separate bylaw-amendment procedure |
No fixed agreement term, renewal rule, or agreement-termination event stated. Chapter 23 status continues only until voluntary termination or an uncured breach of qualifying article provisions (§§ 2306-2307) |
Statutory close corporations may not use uncertificated shares; each certificate needs the conspicuous § 2321(c) close-status legend referring to articles, bylaws, and shareholder agreements. Compliant notice binds all persons claiming an interest; without it, only known/noticed documents bind (§ 2321) |
Certificate compliance binds later interest claimants to referenced documents; absent compliance, actual or predecessor knowledge/notice controls. No agreement-specific rescission clock or contract-remedy provision; § 2308(e) only preserves otherwise-applicable rescission and warranty rights for a qualifying-condition breach (§§ 2308, 2321) |
Articles must bar a Securities Act public offering; loss of qualifying status ends Chapter 23 coverage unless cured. Board control shifts director-law liability to shareholder parties to that extent; partnership-like operation alone does not impose personal liability for corporate obligations (§§ 2304, 2306, 2331, 2335) |
| Rhode Island verified 2026-08-28 | R.I. Business Corporation Act § 7-1.2-1701; close-corporation-only route validates specified otherwise-invalid articles, bylaws, or agreement provisions after unanimity plus required articles heading |
Board power restriction/assignment or no board; shareholder at-will/contingent dissolution; otherwise-excessive transfer restraint. No omnibus residual-governance category; otherwise-valid provisions remain valid (§ 7-1.2-1701(a)) |
All current record shareholders approve; shareholder means record holder. No beneficial-owner, prospective-holder, incorporator, subscriber, or no-shares substitute stated for the special route (§§ 7-1.2-106(12),(16), -1701(a)) |
Provision may be in articles, bylaws, or agreement relating to corporation; articles must state immediately after name that entity is a close corporation under § 7-1.2-1701. No corporation-party, knowledge, filing-copy, or consideration rule stated |
Approval by all shareholders plus close-corporation articles heading; no separate signature, class, series, or board threshold stated (§ 7-1.2-1701(a)) |
No general special-agreement amendment rule. Close status ends with all holders or lesser authorized number, >30 record holders after 30-day notice/cure, or unaware record acquirer's demand; voting-agreement extension binds only participating shares (§§ 7-1.2-709(d), -1701(e)) |
Ordinary voting/shareholder agreements: 10-year cap, extendable in ≤10-year periods. Cap inapplicable while compliant close; after close status ends, shorter of 10 years from termination or agreement term (§§ 7-1.2-709(b),(d), -1701(b)) |
Close-status statement on certificate face creates conclusive purchaser notice; no special-route agreement legend, uncertificated statement, recall, delivery, or omission-validity rule stated (§ 7-1.2-1701(e)(1)(iii)) |
Record acquirer without notice/knowledge may demand close-status termination; compliant certificate face conclusively supplies notice. No rescission right, discovery/purchase clock, or special contract remedy stated (§ 7-1.2-1701(e)(1)(iii)) |
No public-company cutoff. Close status may end voluntarily, above 30 record holders, or on unaware acquirer demand. Shifted board responsibility shifts director-law liability and action is deemed board action; no special shareholder personal-liability protection stated (§ 7-1.2-1701(c),(e)) |
| South Carolina verified 2026-08-28 | South Carolina Business Corporation Act of 1988 and Statutory Close Corporation Supplement. An ordinary corporation may use a unanimously approved, articles-and-certificate-disclosed agreement to limit or dispense with board authority; the broader all-shareholder written governance agreement requires statutory-close status (§§ 33-8-101, 33-18-103, 33-18-200) |
Ordinary route: limit or dispense with board authority and identify who performs board duties. Statutory-close route: corporate powers, business/affairs management, and shareholder relations; may eliminate/restrict board, authorize director proxies or weighted voting, and create partnership-like treatment. Board elimination and shareholder dissolution rights also require articles statements (§§ 33-8-101, 33-18-200(a)-(e)) |
Ordinary route requires unanimous shareholder approval. Statutory-close agreement is made in writing by all shareholders; before shares issue, subscribers may act as shareholders. Incorporators act only on the separate no-board articles amendment if there are no shares or subscribers; no beneficial-owner or prospective-holder role stated (§§ 33-8-101, 33-18-200(a),(g), 33-18-210(b)) |
Ordinary agreement is disclosed in articles and share certificates and must describe board-duty performers; § 33-8-101 does not expressly require a signed writing. Statutory-close agreement must be written; corporation-party, corporate-knowledge, board-approval, and consideration prerequisites are not stated. Articles separately establish close status and any no-board or shareholder-dissolution rule (§§ 33-8-101, 33-18-103, 33-18-200, 33-18-210) |
Ordinary board-override agreement: unanimous shareholder approval plus articles/certificate disclosure. Statutory-close status: two-thirds of each class/series voting separately; covered agreement: all shareholders agree in writing. No-board articles amendment: all shareholders or, pre-issuance, all subscribers or incorporators if none (§§ 33-8-101, 33-18-103(b), 33-18-200(a),(g), 33-18-210(b)) |
Statutory-close agreement amendment requires written approval of all shareholders unless the agreement provides otherwise. No separate revocation, extension, affected-holder, or successor threshold; § 33-8-101 states no special amendment rule for the ordinary agreement (§§ 33-8-101, 33-18-200(f)) |
No fixed agreement term, renewal, or legacy rule. Statutory-close status ends by articles amendment approved by two-thirds of each class/series, but termination does not affect shareholder or corporation rights under an agreement or articles unless applicable law invalidates them (§§ 33-18-310, 33-18-320) |
Ordinary board-override agreement must be disclosed in articles and on share certificates; no uncertificated-share or recall rule stated there. Statutory-close certificates carry prescribed conspicuous notice; equivalent written notice follows uncertificated issuance/transfer within a reasonable time. Omission changes which documents bind an interest holder, not stated agreement validity (§§ 33-8-101, 33-18-109(a)-(d)) |
Statutory-close notice binds any person claiming a share interest to referenced documents; without compliant notice, only documents known or noticed to that person or predecessor bind. Shareholders may obtain free copies. No governance-agreement purchaser rescission period or special damages rule; ordinary § 33-8-101 states no purchaser remedy (§§ 33-8-101, 33-18-109(d)-(e)) |
No separate public-company cutoff. Statutory-close board restrictions relieve directors and shift director-law liability to each power holder to the governed extent; no-board shareholders are liable for acts/omissions only if entitled to vote, and omitted formalities alone do not impose personal liability. Ordinary § 33-8-101 states no comparable automatic liability shift (§§ 33-18-200(c), 33-18-210(c), 33-18-250) |
| South Dakota verified 2026-08-28 | SDCL ch. 47-1A; qualifying §§ 47-1A-732 to -732.6 agreement applies to domestic for-profit corporation and is effective among shareholders and corporation despite inconsistent chapter provisions; § 47-1A-801 recognizes it as exception to board default (§§ 47-1A-140(4), -732, -801) |
May eliminate/restrict board; govern distributions subject to §§ 47-1A-640 to -640.5; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, management or relationships if not contrary to public policy (§ 47-1A-732) |
All persons who are shareholders when agreement is made; shareholder includes record holder or beneficial owner to extent of rights in nominee certificate on file. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 47-1A-140(35),(39), -732.1(1), -732.6) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 47-1A-732.1(1)) |
Every person who is a shareholder at agreement time must approve articles/bylaw route or sign separate writing; separate writing must be made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute is stated (§§ 47-1A-732.1(1), -732.6) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Current §§ 47-1A-732 to -732.6 state no separate revocation/extension threshold, affected-holder veto, successor assent, or transferor rule (§ 47-1A-732.1(2)) |
Ten-year default term unless agreement provides otherwise; no separate renewal or legacy-agreement rule stated. Agreement ends on national-exchange listing or specified regular trading; after any cessation board may delete articles/bylaw text without shareholder action (§§ 47-1A-732.1(3), -732.3) |
Conspicuous existence notice on each outstanding certificate or § 47-1A-626 information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge and rescission (§ 47-1A-732.2) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovery or 2 years after purchase; no alternate statutory damages remedy stated (§ 47-1A-732.2) |
Agreement ends on national-exchange listing or specified regular trading. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§§ 47-1A-732.3 to -732.5) |
| Tennessee verified 2026-08-27 | Tenn. Code Ann. §§ 48-11-201, 48-17-302(b); ordinary domestic for-profit corporation; written governance agreement protected as between assenting parties, not expressly effective against corporation or despite all inconsistent Act provisions |
Any phase of corporate affairs, including management, profit division, board-discretion restrictions, partnership treatment, or partnership-like relationships; statute prevents invalidity on those grounds but states no omnibus subject menu or general mandatory-law override (§ 48-17-302(b)) |
All or fewer current shareholders who actually assent; shareholder includes a beneficial owner to nominee-certificate rights. No prospective-holder, incorporator, or subscriber route stated (§§ 48-11-201, 48-17-302(b)) |
Written agreement embodied in charter/bylaws or separate writing signed by all parties; no corporation-party, corporate-knowledge, board, or consideration requirement stated (§ 48-17-302(b)) |
Actual assent by all or fewer shareholders; separate writing signed by every party. No all-current-shareholder, class, or board threshold stated (§ 48-17-302(b)) |
No amendment, revocation, or extension threshold stated. Transferee is bound only when taking with notice; certificate notation supplies deemed notice (§ 48-17-302(c)) |
No current default or maximum term, renewal procedure, legacy rule, or automatic termination event stated in § 48-17-302 |
Certificate notation is optional but supplies deemed notice to transferee; no information-statement notice, certificate recall, delivery duty, or omission-validity rule stated (§ 48-17-302(c)) |
Transferee taking with notice is bound; certificate notation supplies deemed notice. No purchaser rescission right or statutory deadline stated (§ 48-17-302(c)) |
No public-status cutoff or personal-liability shield stated. Controlled board power relieves directors and shifts managerial liability to assenting shareholders to that extent and duration; separate charter route lets a corporation with 50 or fewer shareholders dispense with/limit board authority (§§ 48-17-302(d), 48-18-101(c)) |
| Texas verified 2026-08-27 | Tex. Bus. Orgs. Code §§ 21.002(5), 21.101-.109; ordinary domestic for-profit corporation; compliant agreement effective among shareholders and corporation despite inconsistent code terms (§ 21.104) |
Board restriction/elimination, managers, directors/officers/employment, distributions subject to § 21.303, profits/losses, voting, property/services, arbitration/deadlock, winding up, social purposes, and other governance not contrary to public policy (§ 21.101(a)) |
All current shareholders; organizer or subscriber may act if no shares issued when agreement signed. No prospective-shareholder or beneficial-owner route stated (§§ 21.101(b), 21.108) |
Certificate of formation or bylaws approved by all current shareholders, or separate writing signed by all current shareholders and made known to corporation; no corporation-party or consideration formula stated (§ 21.101(b)) |
All current shareholders approve certificate/bylaw route; all current shareholders sign separate writing. No separate class or board approval stated in § 21.101(b) |
Amendment requires all shareholders at amendment time unless agreement provides otherwise; §§ 21.101-.109 state no separate revocation, successor-holder, or affected-class rule (§ 21.101(b)(2)) |
Current agreement term limit only if agreement states one. Agreements effective before Sept. 1, 2015 default to 10 years unless otherwise; agreement ends when shares become nationally listed or regularly traded (§§ 21.102, 21.109) |
Conspicuous certificate/information-statement notice with exact statutory sentence; recall outstanding certificates and issue substitutes. Omission does not invalidate agreement or action (§ 21.103) |
Purchaser without knowledge may rescind; compliant certificate or timely uncertificated statement supplies knowledge. Suit due by earlier of 90 days after discovery or second purchase anniversary (§ 21.105) |
Ends on national-exchange listing or regular association-member market trading; reinstate board if needed. Shifted board power shifts director-law liability; agreement, tax partnership treatment, or omitted formalities alone do not create shareholder personal liability (§§ 21.106-.109) |
| Utah verified 2026-08-28 | Utah Revised Business Corporation Act, Utah Code Title 16, ch. 10a; qualifying § 16-10a-732 agreement is effective among shareholders and domestic for-profit corporation despite inconsistent chapter provisions; § 16-10a-801 recognizes board exception (§§ 16-10a-102(11), 16-10a-732(1), 16-10a-801) |
May eliminate/restrict board; govern distributions subject to § 16-10a-640; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, management or relationships if not contrary to public policy (§ 16-10a-732(1)) |
All persons who are shareholders when agreement is made; 'shareholder' includes record holder or beneficial owner to extent recognized under § 16-10a-723. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 16-10a-102(34)-(35), 16-10a-732(2),(7)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 16-10a-732(2)(a)) |
Every person who is a shareholder at agreement time must approve articles/bylaw route or sign separate writing; separate writing must be made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute is stated (§ 16-10a-732(2)(a),(7)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Statute states no separate revocation/extension threshold, affected-holder veto, transferee signature, successor-assent, or transferor rule (§ 16-10a-732(2)(b)) |
Ten-year default term unless agreement provides otherwise. No special renewal, extension, or legacy-agreement rule stated. Agreement ceases on national-exchange listing or specified regular trading; board may delete articles/bylaw text without shareholder action after any cessation (§ 16-10a-732(2)(c),(4)) |
Conspicuous existence notice on each outstanding share certificate or § 16-10a-626(2) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§ 16-10a-732(3)) |
Purchaser without knowledge at purchase may rescind. Notice creates deemed knowledge; for uncertificated shares information statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovering agreement or 2 years after purchase; no alternate damages remedy stated (§ 16-10a-732(3)) |
Agreement ends on national-exchange listing or regular trading in specified market. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§ 16-10a-732(4)-(6)) |
| Vermont verified 2026-08-28 | Vermont Business Corporation Act, 11A V.S.A.; qualifying § 7.32 agreement for domestic for-profit corporation is effective among shareholders and corporation despite inconsistent title provisions and can override § 8.01 board default (§§ 1.01, 1.40(4), 7.32(a), 8.01) |
May eliminate/restrict board; govern distributions subject to § 6.40; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, business/affairs or relationships if not contrary to public policy (§ 7.32(a)) |
All persons who are shareholders when agreement made; shareholder means registered owner or person entitled on presentation to be registered. If no shares issued, incorporators or subscribers may act as shareholders. No separate beneficial-owner or general prospective-holder route (§§ 1.40(20),(22), 7.32(b)(1),(g)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 7.32(b)(1)) |
Every person who is a shareholder at agreement time approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute for initial adoption (§ 7.32(b)(1),(g)) |
Unless agreement provides otherwise, amendment requires holders of a majority of each class of issued and outstanding capital stock, each class voting separately. Section 7.32 states no separate revocation/extension, affected-holder, successor-assent, or transferor rule (§ 7.32(b)(2)) |
Ten-year default term unless agreement provides otherwise; no separate renewal or legacy rule stated. Agreement ends when corporation becomes a 'public corporation,' a term not defined in current Chapter 1; after any cessation board may delete articles/bylaw text without shareholder action (§ 7.32(b)(3),(d)) |
Conspicuous existence notice on each outstanding certificate or § 6.26(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§ 7.32(c)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovery or 2 years after purchase; no alternate statutory damages remedy stated (§ 7.32(c)) |
Agreement ends when corporation becomes public, but current Chapter 1 supplies no definition. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§ 7.32(d)-(f)) |
| Virginia verified 2026-08-27 | Va. Code §§ 13.1-603, 13.1-671.1; ordinary domestic share corporation under Virginia Stock Corporation Act; compliant agreement effective among shareholders and corporation despite inconsistent chapter provisions |
Board elimination/restriction, one or more officers subject to cross-referenced requirements, distributions subject to cross-referenced limit, directors/officers, voting, property/services, transferred management and deadlock power, dissolution, and other governance not contrary to public policy (§ 13.1-671.1(A)) |
All current record shareholders; record shareholder includes beneficial owner to rights granted by filed beneficial-ownership certificate. Incorporators/subscribers may act if no shares issued; no prospective-holder route stated (§§ 13.1-603, 13.1-671.1(B),(G)) |
Articles/bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 13.1-671.1(B)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; no separate class or board approval stated (§ 13.1-671.1(B)(1)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, or class rule stated (§ 13.1-671.1(B)(2)) |
Duration limits, if any, are agreement-set; pre-July 1, 2015 agreement remains 10 years unless it provided otherwise or is later amended otherwise. No automatic public-status termination in current text (§ 13.1-671.1(D),(I)) |
Conspicuous certificate or cross-referenced information-statement notice; recall existing certificates and issue substitutes. Omission does not invalidate agreement or action (§ 13.1-671.1(C)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement supply deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase; consistent nonqualifying agreements may still bind corporation (§ 13.1-671.1(C),(J)) |
No current automatic public-company cutoff; board may delete articles/bylaw reference after cessation for another reason. Shifted board power shifts director-law liability; partnership treatment/formality failure alone does not impose shareholder personal liability; filing, creditor, and third-party requirements remain (§ 13.1-671.1(D)-(H),(J)) |
| Washington verified 2026-08-27 | RCW 23B.01.400, 23B.07.320; ordinary domestic for-profit corporation under Washington Business Corporation Act; compliant non-public-policy-offending agreement effective among shareholders and corporation despite inconsistent Title 23B provisions |
Board elimination/restriction, distributions subject to cross-referenced limit, directors/officers, voting, property/services, transferred management power, deadlock process, dissolution triggers, and other governance; whole agreement must not be contrary to public policy (RCW 23B.07.320(1)) |
All current shareholders; shareholder includes nominee-certificate beneficial owner to granted rights. Incorporators/subscribers may act before shares issue; later acquirers by purchase, gift, law, or otherwise ordinarily assent and become parties (RCW 23B.01.400(47), 23B.07.320(2)-(3),(7)) |
Must be written agreement executed by all current shareholders and made known to corporation; no articles/bylaws, corporation-party, or consideration route stated (RCW 23B.07.320(2)(a)) |
Every current shareholder executes writing; no separate class, board, or corporation signature stated (RCW 23B.07.320(2)(a)) |
Amendment requires all current shareholders unless agreement provides otherwise; later acquirers ordinarily assent/become parties unless agreement provides otherwise. No separate revocation, extension, or class rule stated (RCW 23B.07.320(2)-(3)) |
Duration limits, if any, are agreement-set; agreements made while statute imposed 10-year limit remain under then-effective duration rules. Statutory effect ends at specified national-exchange listing or regular securities-association market trading (RCW 23B.07.320(4),(8)) |
Conspicuous certificate or cross-referenced information-statement notice; recall existing certificates and issue substitutes. Omission does not invalidate agreement or action (§ 23B.07.320(3)) |
Aggrieved purchaser without actual/constructive knowledge may rescind by earlier of 90 days after discovery or 2 years after purchase, or keep shares subject to agreement and sue for nondisclosure damages; compliant notation/timely statement gives constructive knowledge (§ 23B.07.320(3)) |
Ends at national-exchange listing or regular securities-association market trading; no board-cleanup rule stated. Shifted board power shifts director-law liability; partnership treatment/formality failure alone does not impose shareholder personal liability (§ 23B.07.320(4)-(6)) |
| West Virginia verified 2026-08-28 | West Virginia Business Corporation Act § 31D-7-732; compliant domestic for-profit corporation agreement is effective among shareholders and corporation despite inconsistent chapter provisions |
Board elimination/restriction; distributions subject to § 31D-6-640; directors/officers; divided or weighted voting and director proxies; property/services; transferred management/deadlock; dissolution; residual governance not contrary to public policy (§ 31D-7-732(a)) |
All current shareholders, including a beneficial owner to rights granted by an on-file nominee certificate; incorporators or subscribers may act if no shares issued (§§ 31D-1-150(21),(25), 31D-7-732(b),(g)) |
Articles/bylaws approved by all current shareholders, or writing signed by all current shareholders and made known to corporation; no corporation-party or consideration requirement stated (§ 31D-7-732(b)(1)) |
All current shareholders approve articles/bylaws route or sign separate writing; incorporators/subscribers substitute if no shares issued. No separate class or board approval stated (§ 31D-7-732(b)(1),(g)) |
Amendment requires all shareholders at that time unless agreement provides otherwise; no separate revocation, extension, successor-holder, class, or board rule stated (§ 31D-7-732(b)(2)) |
Valid for 10 years unless agreement provides otherwise; statutory effect ends upon specified exchange listing or qualifying regular trading. No separate renewal or legacy-agreement rule stated (§ 31D-7-732(b)(3),(d)) |
Conspicuous certificate or § 31D-6-626(b) information-statement notice; recall certificated shares and issue substitutes. Omission does not invalidate agreement or action (§ 31D-7-732(c)) |
Unknowing purchaser may rescind; compliant notation and timely uncertificated statement create deemed knowledge. Action due by earlier of 90 days after discovery or 2 years after purchase (§ 31D-7-732(c)) |
Agreement ends upon exchange listing or regular trading in a national/affiliated-securities-association-member market. Shifted board power shifts director-law liability; agreement/partnership treatment/formality failure alone does not create shareholder personal liability (§ 31D-7-732(d)-(f)) |
| Wisconsin verified 2026-08-28 | Wis. Stat. ch. 180, subch. XVIII; statutory close corporation only, with 50 or fewer shareholders at election; unanimous written governance agreement valid and enforceable by its terms (§§ 180.1803, 180.1823) |
Corporate powers, business/affairs, and shareholder relations; may eliminate/restrict board, authorize director proxies or weighted voting, and create partnership-like treatment; board elimination also requires an articles election (§§ 180.1821, 180.1823(1)-(4)) |
Current shareholders act unanimously; shareholder includes a nominee-certificate beneficial owner to granted rights. If no shares issued, subscribers may take § 180.1823 action; incorporators act only on the separate no-board articles election when there are no subscribers (§§ 180.0103(14), 180.1821(2)(a), 180.1823(1),(6)) |
One or more written shareholder agreements; no corporation-party, corporate-knowledge, board-approval, or consideration rule stated. Articles separately establish close status and any no-board election (§§ 180.1803, 180.1821, 180.1823) |
Unanimous shareholder action; subscribers may act before shares issue. No separate signature or board rule stated. Close-status articles election is two-thirds of each class/series; no-board articles election is all shares or, pre-issuance, all subscribers or incorporators (§§ 180.1803, 180.1821(2)(a), 180.1823(1),(6)) |
Amendment requires unanimous written shareholder consent unless agreement provides otherwise; successors in interest are bound unless agreement provides otherwise. No separate statutory revocation or extension threshold (§ 180.1823(1),(5)) |
No fixed term or renewal rule. Close status ends through effective articles amendment approved by two-thirds of each class/series; termination does not erase agreement or article rights except to the extent invalid under ch. 180 (§§ 180.1815, 180.1817) |
Conspicuous statutory-close notice on each certificate; equivalent written notice for uncertificated shares within a reasonable time after issuance/transfer. No recall rule; omission changes which documents bind a later interest holder, not stated agreement validity (§ 180.1809) |
Required share notice binds a person claiming an interest to referenced documents; without it, only documents known or noticed to that person or predecessor bind. No purchaser rescission period or special governance-agreement remedy; agreement is valid/enforceable by its terms (§§ 180.1809(2), 180.1823(2)) |
No separate public-company cutoff. Board-power restriction relieves directors and shifts director-law liability to power holder unless agreement varies; no-board articles transfer board powers to shareholders; omitted formalities alone do not create shareholder personal liability (§§ 180.1821(1), 180.1823(3), 180.1835) |
| Wyoming verified 2026-08-28 | Wyoming Business Corporation Act, W.S. §§ 17-16-101 to -1810; qualifying § 17-16-732 agreement for domestic for-profit corporation is effective among shareholders and corporation despite inconsistent Act provisions; § 17-16-801 recognizes exception to board default (§§ 17-16-140(a)(iv), -732(a), -801) |
May eliminate/restrict board; govern distributions subject to § 17-16-640; set directors/officers; divide shareholder/director voting, weighted votes or director proxies; govern insider property/services; transfer management/deadlock authority; trigger dissolution; or otherwise govern powers, business/affairs or relationships if not contrary to public policy (§ 17-16-732(a)) |
All persons who are shareholders when agreement made; shareholder includes record holder, beneficial owner to nominee-certificate extent, or specified private-key owner. If no shares issued, incorporators or subscribers may act as shareholders. No general prospective-holder route (§§ 17-16-140(a)(xxxvii),(xli), -732(b)(i),(g)) |
Either articles or bylaws approved by all current shareholders, or written agreement signed by all current shareholders and made known to corporation. Corporation signature/party status, separate filing, and board-set consideration are not stated (§ 17-16-732(b)(i)) |
Every person who is a shareholder at agreement time approves articles/bylaw route or signs separate writing; separate writing made known to corporation. Incorporators/subscribers substitute only before shares issue; no board or class-vote substitute stated (§ 17-16-732(b)(i),(g)) |
Default amendment requires all persons who are shareholders at amendment time, unless agreement provides otherwise. Section 17-16-732 states no separate revocation/extension threshold, affected-holder veto, successor assent, or transferor rule (§ 17-16-732(b)(ii)) |
Ten-year default term unless agreement provides otherwise; agreements in force July 1, 1997 expressly unaffected. No separate renewal rule stated. Agreement ends when corporation becomes public; after any cessation board may delete articles/bylaw text without shareholder action (§§ 17-16-732(b)(iii),(d)) |
Conspicuous existence notice on each outstanding certificate or § 17-16-626(b) information statement; corporation must recall outstanding certificates and issue substitutes. Omission does not affect agreement or action validity, but affects purchaser knowledge/rescission (§ 17-16-732(c)) |
Purchaser without knowledge at purchase may rescind. Compliant notice creates deemed knowledge; uncertificated-share statement must be delivered at/before purchase. Suit deadline is earlier of 90 days after discovery or 2 years after purchase; no alternate statutory damages remedy stated (§ 17-16-732(c)) |
Agreement ends on national-exchange listing or specified regular trading. Limiting board power relieves directors and transfers director-law liability to power holder to that extent; agreement/partnership treatment/formality failure alone cannot impose shareholder personal liability. Voting trusts/agreements, transfers, fiduciary merits, securities and disputes remain separate (§§ 17-16-140(a)(xxxi), -732(d)-(f)) |
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