Section 504.1402 – Dissolution by directors, members, and third persons.
504.1402 Dissolution by directors, members, and third persons. 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class or the articles or bylaws impose other requirements, dissolution is authorized if it is approved by all of the following: […]
Section 504.1403 – Articles of dissolution.
504.1403 Articles of dissolution. 1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following: a. The name of the corporation. b. The date dissolution was authorized. c. A statement that dissolution was approved by a sufficient vote […]
Section 504.1404 – Revocation of dissolution.
504.1404 Revocation of dissolution. 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of […]
Section 504.1405 – Effect of dissolution.
504.1405 Effect of dissolution. 1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following: a. Preserving and protecting its assets and minimizing its liabilities. b. Discharging or making provision for discharging its liabilities and obligations. […]
Section 504.1406 – Known claims against dissolved corporation.
504.1406 Known claims against dissolved corporation. 1. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. 2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do […]
Section 504.1407 – Unknown claims against dissolved corporation.
504.1407 Unknown claims against dissolved corporation. 1. 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. 2. The notice must do all of the following: a. Be published one time in a newspaper of general circulation in the […]
Section 504.1421 – Grounds for administrative dissolution.
504.1421 Grounds for administrative dissolution. The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs: 1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after […]
Section 504.1422 – Procedure for and effect of administrative dissolution.
504.1422 Procedure for and effect of administrative dissolution. 1. Upon determining that one or more grounds exist under section 504.1421 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504. 2. If the corporation does not correct each ground for dissolution or demonstrate to […]
Section 504.1003 – Amendment by directors and members.
504.1003 Amendment by directors and members. 1. Unless this chapter, the articles or bylaws of a corporation, the members acting pursuant to subsection 2, or the board of directors acting pursuant to subsection 3 require a greater vote or voting by class, or unless the articles or bylaws impose other requirements, an amendment to the […]
Section 504.1106 – Merger with foreign corporation or foreign unincorporated entity.
504.1106 Merger with foreign corporation or foreign unincorporated entity. 1. Except as provided in section 504.1102, one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met: a. The merger is permitted by the law of the […]