§ 7-1.2-1303 - Voluntary dissolution by act of corporation.
SECTION 7-1.2-1303
§ 7-1.2-1303 Voluntary dissolution by actof corporation. – A corporation may be dissolved by the act of the corporation, when authorizedin the following manner:
(1) The board of directors adopts a resolution recommendingthat the corporation be dissolved, and directing that the question of thedissolution be submitted to a vote at a meeting of the shareholders, which maybe either an annual or a special meeting.
(2) Written notice is given to each shareholder entitled tovote at the meeting within the time and in the manner provided in this chapterfor the giving of notice of meetings of shareholders, and, whether the meetingis an annual or special meeting, states that the purpose, or one of thepurposes, of the meeting is to consider the advisability of dissolving thecorporation.
(3) At the meeting a vote of shareholders entitled to vote atthe meeting is taken on a resolution to dissolve the corporation. Theresolution is adopted upon receiving the affirmative vote of the holders of amajority of the shares of the corporation entitled to vote on the resolution,unless any class of shares is entitled to vote on the resolution as a class, inwhich event approval of the resolution also requires the affirmative vote ofthe holders of a majority of the shares of each class of shares entitled tovote as a class and of the total shares entitled to vote on the resolution.
(4) The corporation shall immediately deliver notice of theadoption of such resolution by a vote of the shareholders to each knowncreditor of the corporation.
(5) 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.
(6) 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.
(7) Upon the completion of actions set forth in subsections7-1.2-1303(1) – (6) above, the corporation shall execute and file articlesof dissolution in accordance with the provisions of §§ 7-1.2-1308 and7-1.2-1309.