3839

(a) If any event occurs resulting in one (1) or more breaches of the provisions or conditions included in the certificate of incorporation of a close corporation pursuant to § 3823(a) of this title and which qualify it as such pursuant to this subtitle, the status of such corporation as a close corporation shall terminate, unless:\n(1) Within thirty (30) days following the occurrence of the event, or discovery, whichever is later, the corporation files a certificate pursuant to § 3503 of this title at the Department of State stating that a specific provision or condition included in its certificate of incorporation to qualify it as a close corporation, pursuant to § 3823 of this title, has ceased to be applicable, and a copy of such certificate is furnished to each stockholder, and\n(2) the corporation concurrently with the filing of such certificate takes the necessary steps to correct the situation which threatens its legal status as a close corporation, including, without limitation, the refusal to register the wrongful transfer of stock as provided in § 3826 of this title, or conduct a proceeding pursuant to subsection (b) of this section.\n(b) In case a suit is brought

itation, the refusal to register the wrongful transfer of stock as provided in § 3826 of this title, or conduct a proceeding pursuant to subsection (b) of this section.\n(b) In case a suit is brought against the corporation or any stockholder, the Court of First Instance (Superior Part) shall have jurisdiction to enter all orders which may be necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as such, by enjoining or setting aside any action or threat of action by the corporation or by a stockholder which may be inconsistent with any of the provisions or conditions of § 3823 of this title required or permitted to be incorporated into the certificate of incorporation of a close corporation, unless it is an act approved pursuant to § 3834 of this title. The Court of First Instance (Superior Part) may enjoin or set aside any transfer of stock of a close corporation which is inconsistent with the terms and conditions of its certificate of incorporation or with any restriction of the transfer permitted under § 3826 of this title, and may enjoin any public offering, as defined in § 3823 of this title, or the threat of a public

ficate of incorporation or with any restriction of the transfer permitted under § 3826 of this title, and may enjoin any public offering, as defined in § 3823 of this title, or the threat of a public offering of the stock of a close corporation.\nHistory —Dec. 16, 2009, No. 164, § 14.19.