§ 1201. Dissolution and winding up A mutual benefit enterprise is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1202. Nonjudicial dissolution Except as otherwise provided in sections 1203 and 1211 of this title, a mutual benefit enterprise is dissolved and its activities shall be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action of the enterprise’s organizers, board […]
§ 1203. Judicial dissolution The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable: (1) in a proceeding initiated by the Attorney General, if: (A) the enterprise obtained its articles of organization through fraud; or (B) the enterprise has continued to exceed or abuse […]
§ 1204. Voluntary dissolution before commencement of activity A majority of the organizers or initial directors of a mutual benefit enterprise that has not yet begun business activity or the conduct of its affairs may dissolve the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1205. Voluntary dissolution by the board and members (a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve: (1) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; […]
§ 1206. Winding up (a) A mutual benefit enterprise continues after dissolution only for purposes of winding up its activities. (b) In winding up a mutual benefit enterprise’s activities, the board of directors shall cause the enterprise to: (1) discharge its liabilities, settle and close its activities, and marshal and distribute its assets; (2) preserve […]
§ 1207. Distribution of assets in winding up mutual benefit enterprise (a) In winding up a mutual benefit enterprise’s business, the enterprise shall apply its assets to discharge its obligations to creditors, including members that are creditors. The enterprise shall apply any remaining assets to pay in money the net amount distributable to members in […]
§ 1208. Known claims against dissolved mutual benefit enterprise (a) Subject to subsection (d) of this section, a dissolved mutual benefit enterprise may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section. (b) A dissolved mutual benefit enterprise shall notify its known claimants of the […]
§ 1209. Other claims against dissolved mutual benefit enterprise (a) A dissolved mutual benefit enterprise may publish notice of its dissolution and request persons having claims against the enterprise to present them in accordance with the notice. (b) A notice under subsection (a) of this section shall: (1) be published at least once in a […]
§ 1210. Court proceeding (a) Upon application by a dissolved mutual benefit enterprise that has published a notice under section 1209 of this title, the Superior Court in the county where the enterprise’s principal office is located or, if the enterprise does not have a principal office in this State where its designated office in […]
§ 1211. Administrative dissolution (a) The Secretary of State may dissolve a mutual benefit enterprise administratively if the enterprise does not: (1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title; or (2) deliver not later than 60 days after […]
§ 1212. Reinstatement following administrative dissolution (a) A mutual benefit enterprise that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application shall be delivered to the Secretary of State for filing and state: (1) the name of the […]
§ 1213. Denial of reinstatement; appeal (a) If the Secretary of State denies a mutual benefit enterprise’s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the enterprise with a copy of the notice. (b) Not later than 30 days […]
§ 1215. Statement of termination (a) A dissolved mutual benefit enterprise that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: (1) the name of the enterprise; (2) the date of filing of its initial articles of organization; and (3) that the enterprise is terminated. […]
