(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) if dissolution was approved by members, a statement that the proposal to dissolve was duly approved by the members in the manner required by sections 33-1000 to 33-1290, inclusive, and by the certificate of incorporation; and (4) if dissolution was authorized by the board of directors without member approval, a statement that the dissolution was duly approved by the board of directors and that member approval was not required.
(b) A corporation is dissolved upon the effective date of its certificate of dissolution.
(c) For the purposes of sections 33-1170 to 33-1193, inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
(P.A. 96-256, S. 117, 209; P.A. 97-246, S. 69, 99; P.A. 03-18, S. 49; P.A. 04-99, S. 2.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 added Subsec. (a)(4) re information that must be set forth if dissolution was authorized by the board of directors, similar provisions having been contained in former Subsec. (c), amended Subsec. (b) to replace “plan to dissolve” with “proposal for dissolution”, deleted former Subsec. (c) due to transfer of said provisions to Subsec. (a)(4), and redesignated former Subsec. (d) as Subsec. (c), effective June 27, 1997; P.A. 03-18 amended Subsec. (a)(3) by replacing provisions re number of votes with provision re approval of members in manner required by Secs. 33-1000 to 33-1290, inclusive, and certificate of incorporation, deleted Subsec. (a)(4) re statement of board and made a technical change, deleted former Subsec. (b) re voting by classes, redesignated existing Subsec. (c) as new Subsec. (b), and added new Subsec. (c) defining “dissolved corporation”, effective July 1, 2003; P.A. 04-99 added Subsec. (a)(4) re statement required if dissolution authorized by board without member approval, effective May 10, 2004.
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