The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation. Subarticle D. Reorganization and Termination 17-17-130. Merger, consolidation, share exchange and sale of assets.
(a) A plan of merger, consolidation or share exchange that:
(i) If effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan;
(ii) If effected would create the surviving or new corporation as a statutory close corporation must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(b) A sale, lease, exchange, mortgage, encumbrance or other disposition of all or substantially all of the property, with or without the good will, of a statutory close corporation, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.