S477 - Amend Business Corporation Act/Business Opportunity Act Disclosures. (SL 2023-130)

Overview: S.L. 2023-130 does the following:

• Amends the Business Corporation Act to:
  • Update requirements for sending notices and other communications to shareholders electronically.
  • Provide that for newly incorporated non-public corporations, unless otherwise provided in the articles of incorporation, action can be taken without meeting by written consent of shareholders having the number of votes necessary to take the action at a meeting at which all shareholders entitled to vote were present and voted.
  • Dispense with the requirement that written consents to action to be taken without meeting bear the date of signature of the shareholder.
  • Provide that a written consent to action to be taken without meeting expires if the corporation has not, within 60 days after the first date on which a written consent to the action is received by the corporation, received unrevoked written consents sufficient to take the action without meeting.
  • Permit articles of incorporation to be amended without a shareholder vote to delete a class or series of shares created by the board and having no outstanding shares.
  • Permit a corporation to restrict, in whole or in part, the right of the holders of outstanding shares of an existing class or series of a class to vote as a separate voting group on a proposed amendment to the articles of incorporation that would create a new class of shares that have rights with respect to distributions or to dissolution substantially equal or superior to the existing class.
  • Modify statutory provisions governing the right of shareholders in a corporation to inspect the records of a subsidiary of that corporation.
• Amends the Business Opportunity Act to permit franchisors to meet their disclosure and filing obligations using a document that complies with Federal Trade Commission disclosure requirements.
• Standardizes the evidence required to prove a debt in actions brought by collection agencies.

This act has various effective dates. Please see the full summary for more detail.