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Is shareholder approval required to move a corporation out…

Is shareholder approval required to...
Is shareholder approval required to move a corporation out of Nevada? We did a conversion to Colorado before our new annual list of officers and directors and business license was due. I think that is not the issue here. We were in good standing in Nevada, but again, it's the shareholder approval issue that's critical. Thank you.
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Customer reply replied 10 months ago
Oh yes, we are a public company, trading on the OTC Markets.
Answered in 1 hour by:
8/5/2017
RayAnswers
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It would be something that needs shareholder approval if the entire business is moving here to new state.

You also need to register as a foreign corporation where ever you do business.As long as you register in the other state you will be legal and fine to operate there.There is not a problem with relocating or registering to operate in more than one state once shareholders approve it and you reregister with Secretary of State in new state.

I appreciate the chance to help you today.Thanks again.

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Customer reply replied 10 months ago
Thanks Ray. A follow up please. I notice that you are from Texas and my question is regarding Nevada. There are two things I am confused about. The Nevada revised statutes clearly state that after shares are issued, any changes to the articles require shareholder approval. However, in one section that I found, for example, it says that you may reduce the issued and outstanding (also known as a reverse split) if you reduce the authorized shares by the same ratio and can do that by a board vote alone. Well, that is an amendment to the articles. Curious? Also, as the Nevada statutes don't specifically discuss leaving the state, I am wonder if indeed, changing domicile out of Nevada (some state call it conversion) is considered an amendment to the articles. Is it? Finally and just so you know, we are only domiciled in Nevada, we have no business there at all, only a registered agent. We are registered as a foreign in New York. When you reply, if you could possibly quote a statute in Nevada. Thank you. Kind Regards, James

The Nevada revised statutes clearly state that after shares are issued, any changes to the articles require shareholder approval. Thats what I was looking at it appears to control the issue.

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To register it in NY

https://www.dos.ny.gov/corps/for_busfile.html

Thanks again and thanks for rating.

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Customer reply replied 10 months ago
I would do the call, but I chose the middle tier, or best value plan and I'm not sure a call is covered. Anyway, the Nevada statute you referred me to is regarding mergers and conversions. I assume you mean that a redomicile out of Nevada is considered a conversion and this type of conversion ( a redomicile) is considered and amendment to the articles and requires shareholder approval. Please confirm. Finally, some states I have seen phrases like even though a shareholder approval is technically required, not getting one would not necessarily invalidate the corporate action by the board if it was in the best interest of the shareholders. Maybe I'm grasping at straws here, but I don't want to take the time and expense to undo everything and go back from Colorado to Nevada and start over again. Thank you.

You are correct here, you assume the risk here that anyone would raise it as an issue.I was referencing it as a conversion.The bot***** *****ne is that it is your judgment call whether to do it or not.It may not come up.

Thanks for the follow up.

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