10-1401. Dissolution by incorporators or initial directors 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 commission for filing the articles of dissolution. An incorporator or an initial director, whose signature shall be acknowledged, shall […]
10-1402. Dissolution by board of directors and shareholders A. A corporation’s board of directors may propose dissolution for submission to the shareholders. B. For a proposal to dissolve to be adopted both: 1. The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of conflict of interest […]
10-1403. Articles of dissolution; effective date of dissolution A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission for filing articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approved by the […]
10-1404. Revocation of dissolution A. A corporation may revoke its dissolution within one hundred twenty days of its effective date. B. Revocation of dissolution shall 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 […]
10-1405. Effect of dissolution A. A dissolved corporation continues its corporate existence but shall not carry on any business except that business 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 […]
10-1406. Known claims against dissolved corporation; definition 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 and from time to time after its effective date. The written […]
10-1407. Unknown claims against dissolved corporation 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 shall: 1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s […]
