(A) When all debts, liabilities, and obligations of the corporation have been paid and all remaining property and assets distributed, the board shall authorize the execution of articles of dissolution, executed and acknowledged on behalf of the corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws.
(B) The articles of dissolution must recite in the caption that they are executed pursuant to this chapter and must state:
(1) the name of the corporation;
(2) the address of the principal office;
(3) that the corporation has delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office;
(4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for payment or discharge;
(5) that all residual assets of the corporation have been distributed in accordance with Section 501(c)(12) of the 1986 Internal Revenue Code;
(6) that no actions or suits are pending against the corporation.
(C) The officer executing the articles of dissolution also shall make and attach to them an affidavit stating that the provisions of this article have been duly complied with. The articles of dissolution and affidavit, accompanied by proof of the publication required in Section 33-36-1060, must be submitted to the Secretary of State for filing.
HISTORY: 2000 Act No. 404, Section 2.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.