2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. MODEL BUSINESS CORPORATION ACT 3d Edition OFFICIAL TEXT Revised through 2002 Adopted by the Committee on Corporate Laws of the Section of Business Law with support of the American Bar Foundation TABLE OF CONTENTS Chapter 1 General Provisions Chapter 2 Incorporation Chapter 3 Purposes and Powers Chapter 4 Name Chapter 5 Office and Agent Chapter 6 Shares and Distributions Chapter 7 Shareholders Chapter 8 Directors and Officers Chapter 9 Domestication and Conversion Chapter 10 Amendment of Articles of Incorporation and Bylaws Chapter 11 Mergers and Share Exchanges Chapter 12 Disposition of Assets Chapter 13 Appraisal Rights Chapter 14 Dissolution Chapter 15 Foreign Corporations Chapter 16 Records and Reports Chapter 17 Transition Provisions The official text of the Act with official comment and statutory cross-references is available from the ABA in the Model Business Corporation Act. The official text of the Act with official comment,statutory cross-references,and extensive annotation is available from the ABA in the Model Business Corporation Act Annotated.© 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 1 MODEL BUSINESS CORPORATION ACT 3rd Edition OFFICIAL TEXT Revised through 2002 Adopted by the Committee on Corporate Laws of the Section of Business Law with support of the American Bar Foundation TABLE OF CONTENTS Chapter 1 General Provisions Chapter 2 Incorporation Chapter 3 Purposes and Powers Chapter 4 Name Chapter 5 Office and Agent Chapter 6 Shares and Distributions Chapter 7 Shareholders Chapter 8 Directors and Officers Chapter 9 Domestication and Conversion Chapter 10 Amendment of Articles of Incorporation and Bylaws Chapter 11 Mergers and Share Exchanges Chapter 12 Disposition of Assets Chapter 13 Appraisal Rights Chapter 14 Dissolution Chapter 15 Foreign Corporations Chapter 16 Records and Reports Chapter 17 Transition Provisions The official text of the Act with official comment and statutory cross-references is available from the ABA in the Model Business Corporation Act. The official text of the Act with official comment, statutory cross-references, and extensive annotation is available from the ABA in the Model Business Corporation Act Annotated