§ 7-1.2-1302 - Voluntary dissolution by consent of shareholders.
SECTION 7-1.2-1302
§ 7-1.2-1302 Voluntary dissolution byconsent of shareholders. – (a) A corporation may be voluntarily dissolved by the written consent of all ofits shareholders entitled to vote thereon.
(b) Upon the adoption of the resolution:
(1) The corporation shall immediately deliver notice of theadoption of such resolution to each known creditor of the corporation.
(2) The corporation shall proceed to collect its assets, sellor otherwise dispose of those of its properties that are not to be distributedin kind to its shareholders, pay, satisfy, and discharge its liabilities andobligations and do all other acts required to liquidate its business andaffairs. After paying or adequately providing for the payment of all itsobligations, the corporation distributes the remainder of its assets, either incash or in kind, among its shareholders according to their respective rightsand interests.
(3) The corporation, at any time during the liquidation ofits business and affairs, may apply to a court of competent jurisdiction withinthe state and county in which the registered office or principal place ofbusiness of the corporation is situated, to have the liquidation continuedunder the supervision of the court as provided in this chapter.
(c) Upon the completion of the actions set forth insubsection 7-1.2-1302(b) above, the corporation shall execute and file articlesof dissolution in accordance with the provisions of §§ 7-1.2-1308 and7-1.2-1309.