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23-1-45-1. Corporation That Has Not Issued Shares or Commenced Business

Sec. 1. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) the name of the corporation; (2) the date of its incorporation; (3) […]

23-1-45-1. Corporation That Has Not Issued Shares or Commenced Business

Sec. 1. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) the name of the corporation; (2) the date of its incorporation; (3) […]

23-1-45-2. Proposal for Dissolution; Notice; Adoption by Shareholders

Sec. 2. (a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make […]

23-1-45-2. Proposal for Dissolution; Notice; Adoption by Shareholders

Sec. 2. (a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make […]

23-1-45-3. Filing of Articles of Dissolution; Date of Dissolution

Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following: (1) The name of the corporation. (2) The date dissolution was authorized. (3) If dissolution was approved by the shareholders: (A) the number of votes […]

23-1-45-3. Filing of Articles of Dissolution; Date of Dissolution

Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following: (1) The name of the corporation. (2) The date dissolution was authorized. (3) If dissolution was approved by the shareholders: (A) the number of votes […]

23-1-45-4. Revocation of Dissolution

Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors […]

23-1-45-4. Revocation of Dissolution

Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors […]

23-1-45-5. Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for […]

23-1-45-5. Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for […]

23-1-45-6. Disposition of Known Claims; Procedure

Sec. 6. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) specify the amount that the dissolved corporation […]

23-1-45-6. Disposition of Known Claims; Procedure

Sec. 6. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) specify the amount that the dissolved corporation […]

23-1-45-7. Notice of Dissolution; Claims Against Dissolved Corporation

Sec. 7. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or, […]

23-1-45-7. Notice of Dissolution; Claims Against Dissolved Corporation

Sec. 7. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or, […]