Section 47-26-1 – Procedure for dissolution.
47-26-1. Procedure for dissolution. A corporation may dissolve and wind up its affairs in the manner provided by §§47-26-2 to 47-26-4, inclusive. Source: SL 1965, ch 24, §47.
Section 47-26-10 – Delivery of articles to secretary of state–Endorsement and filing by secretary of state–Issuance of certificate of dissolution.
47-26-10. Delivery of articles to secretary of state–Endorsement and filing by secretary of state–Issuance of certificate of dissolution. The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document […]
Section 47-26-11 – Cessation of corporate existence–Exceptions.
47-26-11. Cessation of corporate existence–Exceptions. Upon the issuance of a certificate of dissolution pursuant to §47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter. Source: SL 1965, ch 24, §52.
Section 47-26-12 – Revocation of dissolution action–Procedure.
47-26-12. Revocation of dissolution action–Procedure. A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§47-26-13 and 47-26-14. Source: SL 1965, ch 24, §50.
Section 47-26-13 – Revocation of dissolution resolution–Meeting–Notice of meeting–Two-thirds vote required.
47-26-13. Revocation of dissolution resolution–Meeting–Notice of meeting–Two-thirds vote required. Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members entitled to vote thereon, […]
Section 47-26-14 – Revocation in corporation having no members entitled to vote.
47-26-14. Revocation in corporation having no members entitled to vote. Where there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Source: SL […]
Section 47-26-15 – Effect of adoption of revocation resolution.
47-26-15. Effect of adoption of revocation resolution. Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs. Source: SL 1965, ch 24, §50.
Section 47-26-16 – Involuntary dissolution by court decree–Action by attorney general–Grounds of action.
47-26-16. Involuntary dissolution by court decree–Action by attorney general–Grounds of action. The provisions of §47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that: (1)The corporation procured its articles of incorporation through fraud; or (2)The corporation has […]
Section 47-26-19 – Venue of attorney general’s action–Service of process.
47-26-19. Venue of attorney general’s action–Service of process. Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the circuit court for the county in which the registered office of the corporation is situated, or in the circuit court for Hughes County. Summons shall issue and be […]
Section 47-26-2 – Vote of members–Meeting for vote–Notice of meeting–Contents of notice–Two-thirds vote required.
47-26-2. Vote of members–Meeting for vote–Notice of meeting–Contents of notice–Two-thirds vote required. Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote […]
Section 47-26-20 – Service by publication–Contents of publication–Newspaper of publication.
47-26-20. Service by publication–Contents of publication–Newspaper of publication. If process in an action for the involuntary dissolution of a corporation is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing […]
Section 47-26-21 – Including several corporations in one notice–Mailing notice to corporation–Attorney general’s certificate of mailing–Number and time of publication–Time for default.
47-26-21. Including several corporations in one notice–Mailing notice to corporation–Attorney general’s certificate of mailing–Number and time of publication–Time for default. The attorney general may include in one notice published pursuant to §47-26-20 the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a […]
Section 47-26-22 – Power of court in liquidation proceedings–Actions by member or director.
47-26-22. Power of court in liquidation proceedings–Actions by member or director. Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a member or director when it is made to appear: (1)That the directors are deadlocked in the management of the corporate affairs and that […]
Section 47-26-23 – Power of court in liquidation proceedings–Action by creditor.
47-26-23. Power of court in liquidation proceedings–Action by creditor. Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a creditor: (1)When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that […]
Section 47-26-24 – Power of court in liquidation proceedings–Application by corporation.
47-26-24. Power of court in liquidation proceedings–Application by corporation. Courts of equity shall have full power to liquidate the assets and affairs of a corporation upon application by a corporation to have its dissolution continued under the supervision of the court. Source: SL 1965, ch 24, §56 (3).
Section 47-26-25 – Power of court in liquidation proceedings–Action by attorney general.
47-26-25. Power of court in liquidation proceedings–Action by attorney general. Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a […]
Section 47-26-26 – Venue of actions.
47-26-26. Venue of actions. Proceedings under §§47-26-22 to 47-26-25, inclusive, shall be brought in the county in which the registered office or the principal office of the corporation is situated. Source: SL 1965, ch 24, §56.
Section 47-26-27 – Proper parties to action.
47-26-27. Proper parties to action. It shall not be necessary to make directors or members parties to any action or proceedings under §§47-26-22 to 47-26-25, inclusive, unless relief is sought against them personally. Source: SL 1965, ch 24, §56.
Section 47-26-28 – Preservation of corporate assets–Injunctions and receivers.
47-26-28. Preservation of corporate assets–Injunctions and receivers. In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as […]
Section 47-26-29 – Appointment of liquidating receiver–Authority of receiver–Order appointing receiver.
47-26-29. Appointment of liquidating receiver–Authority of receiver–Order appointing receiver. After a hearing had upon such notice as the court may direct to be given to all parties to proceedings to liquidate the assets and affairs of a corporation and to any other parties in interest designated by the court, the court may appoint a liquidating […]