§ 7-1.2-1301 - Voluntary dissolution by incorporators.
SECTION 7-1.2-1301
§ 7-1.2-1301 Voluntary dissolution byincorporators. – (a) A corporation which has not commenced business and which has not issued anyshares, may be voluntarily dissolved by its incorporators at any time in thefollowing manner:
(1) Articles of dissolution are executed by a majority of theincorporators, and verified by them, and state:
(i) The name of the corporation.
(ii) The date of issuance of its certificate of incorporation.
(iii) That none of its shares have been issued.
(iv) That the corporation has not commenced business.
(v) That the amount, if any, actually paid in onsubscriptions for its shares, less any part of the amount disbursed fornecessary expenses, has been returned to those entitled to it.
(vi) That no debts of the corporation remain unpaid.
(vii) That a majority of the incorporators elect that thecorporation be dissolved.
(2) The original articles of dissolution are delivered to thesecretary of state. If the secretary of state finds that the articles ofdissolution conform to law, the secretary of state shall, when all fees andfranchise taxes have been paid:
(i) Endorse on the original the word "Filed," and the month,day, and year of the filing.
(ii) File the original in his or her office.
(iii) Issue a certificate of dissolution.
(3) If the corporation is dissolved prior to the effectivedate stated on the articles of incorporation, no franchise taxes shall be due.
(b) The certificate of dissolution is delivered to theincorporators or their representative. Upon the issuance of the certificate ofdissolution by the secretary of state, the existence of the corporation ceases.