47-26-3. Dissolution by board of directors in corporation without members entitled to vote. Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority […]
47-26-30. Disposition of assets resulting from sale of corporate property–Manner of distribution–Disposition of remaining assets. The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows: (1)All costs and expenses of the court proceedings and all liabilities and obligations of the corporation […]
47-26-31. Expenses of liquidation–Compensation of receiver–Attorneys’ fees. The court in proceedings to liquidate the assets and affairs of a corporation shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the […]
47-26-32. Capacity of receiver to sue and be sued–Jurisdiction of court. A receiver of a corporation appointed under the provisions of §47-26-28 or 47-26-29 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation […]
47-26-33. Qualifications of receiver–Bond. A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the […]
47-26-34. Claims of creditors–Proof of claim–Time for filing–Failure to file timely proofs. In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath […]
47-26-35. Discontinuance of liquidation proceedings–Redelivery of assets to corporation. The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver […]
47-26-36. Decree of involuntary dissolution–Cessation of corporate existence. In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the […]
47-26-37. Copy of decree filed with secretary of state–Fee. In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary […]
47-26-38. Disposition of undistributable assets–Unknown claimants–Deposit with state treasurer for subsequent payment. Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall […]
47-26-39. Preexisting rights and claims unaffected by dissolution–Time for assertion–Protection of remedy. The dissolution of a corporation either: (1)By the issuance of a certificate of dissolution by the secretary of state; or (2)By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; […]
47-26-4. Resolution to dissolve–Cessation of business affairs–Notice of proposed dissolution to creditors–Collection and distribution of assets. Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar […]
47-26-40. Dissolution by expiration of period of duration–Extension of period of duration. If a corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time within two years after the date of such dissolution so as to extend its period of duration. Such amendment […]
47-26-5. Manner of distribution of assets–Particular assets–Remaining assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1)All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2)Assets held by the corporation upon condition requiring return, transfer or […]
47-26-6. Plan for distribution of assets–Adoption of plan. A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28, inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of […]
47-26-6.1. Notice to attorney general. At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for […]
47-26-7. Membership vote on plan–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 a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a […]
47-26-8. Adoption of plan by corporation having no members entitled to vote. Where there are no members, or no members entitled to vote thereon, a plan of distribution 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 1965, ch […]
47-26-9. Articles of dissolution–Time for adoption–Contents. If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance […]
