Voluntary Dissolutions

Notice or Action for Dissolutions

Regulatory Action: REQUIREMENT

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51 states have VOLUNT regulations

AL AK AZ AR CA CO CT DE FL GA

HI ID IL IN IA KS KY LA ME MD

MA MI MN MS MO MT NE NV NH NJ

NM NY NC ND OH OK OR PA RI SC

SD TN TX UT VT VA WA WV WI WY

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AL Code § 10A-3-7.06 ;; INDEX.HTML

REGULATORY BODY: Other

STATUTE TEXT: Section 10A-3-7.06 Voluntary dissolution - Filing of articles of dissolution. (a) The articles of dissolution and two copies thereof shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law, the judge of probate shall, when all fees prescribed in this title have been paid: (1) Endorse on the articles of dissolution and on each of the copies the word “filed,” and the hour, day, month, and year of the filing thereof. (2) File the articles of dissolution in the office of the judge of probate and certify the two copies thereof. (3) Issue a certificate of dissolution to which the judge of probate shall affix a certified copy of the articles of dissolution, and return the certificate of dissolution with a certified copy of the articles of dissolution affixed thereto to the representative of the dissolved nonprofit corporation. (4) Within 10 days after the issuance of the certificate of dissolution, transmit to the Secretary of State a certificate of dissolution with a certified copy of the articles of dissolution attached thereto, indicating thereon the place, date, and time of filing of the statement. (b) For failure of the judge of probate to comply with the requirements of subsection (a)(4), the judge of probate shall forfeit fifty dollars ($50) to the State of Alabama to be recovered in an action by the State of Alabama. (c) Upon the issuance of the certificate of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title. (Acts 1984, No. 84-290, p. 502, ss53; ss10-3A-145; amended and renumbered by Act 2009-513, p. 967, ss192.)

NOTES: Probate court and Sec. of State, Ala. Code § 10A-3-7.06

AK Code § 10.20.315

REGULATORY BODY: Other

STATUTE TEXT: (a) Duplicate originals of the articles of dissolution shall be delivered to the commissioner. Upon finding that the articles of dissolution conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid: (1) endorse on each of the duplicate originals the word ifiled,i and the date of the filing; (2) file one of the duplicate originals in the commissioner’s office; (3) issue a certificate of dissolution and affix the other duplicate original to it. (b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed shall be returned to the representative of the dissolved corporation.

NOTES: Filed with Commissioner [AS § 10.20.315]

AZ Code § 10-11403

REGULATORY BODY: Other

STATUTE TEXT: 10-11403. Articles of dissolution A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the approval required pursuant to section 10-11402. B. A corporation is dissolved on the effective date of its articles of dissolution. C. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid. D. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130. E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151. F. Notwithstanding subsection C of this section, if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing, the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing. On the expiration of the six-month suspension, if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-11420, paragraph 9, all past due annual reports required by section 10-11622, together with fees, are owed as if the suspension never occurred.

NOTES: Filed with Commission A.R.S. § 10-11403

AR Code § 4-33-1401

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Secretary of State A.C.A. § 4-33-1401

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: Pub. Benefit Corp - Cal. Corp. Code Sec. 6617; Mutual Benefit Corp (holding in charitable trust) Cal. Corp. Code Sec. 8611; Rel. Corp. Cal. Corp. Code Sec. 9680

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Secretary of State: Pub. Benefit Corp - Cal. Corp. Code Sec. 6615; Mutual Benefit Corp - Cal. Corp. Code Sec. 8615; Rel. Corp. - Cal. Corp. Code Sec. 9680

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Sec. of State Sec. 7-134-105; Court - if assets have not been disposed

CT Code § 33-1170

REGULATORY BODY: Other

STATUTE TEXT: A majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, of a corporation that has no member entitled to vote upon dissolution, and that has not commenced the activities for which it was incorporated, may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) that the corporation has no member entitled to vote; (3) that the corporation has not commenced the activities for which it was incorporated; (4) that no debt of the corporation remains unpaid; (5) that the net assets of the corporation remaining after winding up have been distributed as required by sections 33-1000 to 33-1290, inclusive; and (6) that a majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, authorize the dissolution.(P.A. 96-256, S. 115, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: File with Sec. of State, C.G.S. §33-1170 (Nonstock Corp)

DE Code § 103

REGULATORY BODY: Other

STATUTE TEXT: (a) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such instrument shall be executed as follows: (1) The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporatoris or incorporatorsi successors and assigns). If any incorporator is not available then any such other instrument may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that such other instrument shall state that such incorporator is not available and the reason therefor, that such incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of such person, and that such personis signature on such instrument is otherwise authorized and not wrongful. (2) All other instruments shall be signed: a. By any authorized officer of the corporation; or b. If it shall appear from the instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or c. If it shall appear from the instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or d. By the holders of record of all outstanding shares of stock. (b) Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either: (1) The formal acknowledgment by the person or 1 of the persons signing the instrument that it is such personis act and deed or the act and deed of the corporation, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds. If such person has a seal of office such person shall affix it to the instrument. (2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such personis act and deed or the act and deed of the corporation, and that the facts stated therein are true. (c) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such requirement means that: (1) The signed instrument shall be delivered to the office of the Secretary of State; (2) All taxes and fees authorized by law to be collected by the Secretary of State in connection with the filing of the instrument shall be tendered to the Secretary of State; and (3) Upon delivery of the instrument, the Secretary of State shall record the date and time of its delivery. Upon such delivery and tender of the required taxes and fees, the Secretary of State shall certify that the instrument has been filed in the Secretary of Stateis office by endorsing upon the signed instrument the word iFiledi, and the date and time of its filing. This endorsement is the ifiling datei of the instrument, and is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall file and index the endorsed instrument. Except as provided in paragraph (c)(4) of this section and in subsection (i) of this section, such filing date of an instrument shall be the date and time of delivery of the instrument. (4) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the filing date of an instrument a date and time after its delivery. If the Secretary of State refuses to file any instrument due to an error, omission or other imperfection, the Secretary of State may hold such instrument in suspension, and in such event, upon delivery of a replacement instrument in proper form for filing and tender of the required taxes and fees within 5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the filing date of such instrument the date and time that would have been the filing date of the rejected instrument had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect to any corporation with an instrument held in suspension pursuant to this subsection. The Secretary of State may establish as the filing date of an instrument the date and time at which information from such instrument is entered pursuant to paragraph (c)(8) of this section if such instrument is delivered on the same date and within 4 hours after such information is entered. (5) The Secretary of State, acting as agent for the recorders of each of the counties, shall collect and deposit in a separate account established exclusively for that purpose a county assessment fee with respect to each filed instrument and shall thereafter weekly remit from such account to the recorder of each of the said counties the amount or amounts of such fees as provided for in paragraph (c)(6) of this section or as elsewhere provided by law. Said fees shall be for the purposes of defraying certain costs incurred by the counties in merging the information and images of such filed documents with the document information systems of each of the recorderis offices in the counties and in retrieving, maintaining and displaying such information and images in the offices of the recorders and at remote locations in each of such counties. In consideration for its acting as the agent for the recorders with respect to the collection and payment of the county assessment fees, the Secretary of State shall retain and pay over to the General Fund of the State an administrative charge of 1 percent of the total fees collected. (6) The assessment fee to the counties shall be $24 for each 1-page instrument filed with the Secretary of State in accordance with this section and $9.00 for each additional page for instruments with more than 1 page. The recorderis office to receive the assessment fee shall be the recorderis office in the county in which the corporationis registered office in this State is, or is to be, located, except that an assessment fee shall not be charged for either a certificate of dissolution qualifying for treatment under ss 391(a)(5)b. of this title or a document filed in accordance with subchapter XVI of this chapter. (7) The Secretary of State, acting as agent, shall collect and deposit in a separate account established exclusively for that purpose a courthouse municipality fee with respect to each filed instrument and shall thereafter monthly remit funds from such account to the treasuries of the municipalities designated in ss 301 of Title 10. Said fees shall be for the purposes of defraying certain costs incurred by such municipalities in hosting the primary locations for the Delaware courts. The fee to such municipalities shall be $20 for each instrument filed with the Secretary of State in accordance with this section. The municipality to receive the fee shall be the municipality designated in ss 301 of Title 10 in the county in which the corporationis registered office in this State is, or is to be, located, except that a fee shall not be charged for a certificate of dissolution qualifying for treatment under ss 391(a)(5)b. of this title, a resignation of agent without appointment of a successor under ss 136 of this title, or a document filed in accordance with subchapter XVI of this chapter. (8) The Secretary of State shall cause to be entered such information from each instrument as the Secretary of State deems appropriate into the Delaware Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such information and a copy of each such instrument shall be permanently maintained as a public record on a suitable medium. The Secretary of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate the existence of policies to ensure that information entered into the system accurately reflects the content of instruments in the possession of the registered agent at the time of entry. (d) Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the ninetieth day after the date of its filing. If any instrument filed in accordance with subsection (c) of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in such instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection (a) of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended. (e) If another section of this chapter specifically prescribes a manner of executing, acknowledging or filing a specified instrument or a time when such instrument shall become effective which differs from the corresponding provisions of this section, then such other section shall govern. (f) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this title, has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument may be corrected by filing with the Secretary of State a certificate of correction of the instrument which shall be executed, acknowledged and filed in accordance with this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. In lieu of filing a certificate of correction the instrument may be corrected by filing with the Secretary of State a corrected instrument which shall be executed, acknowledged and filed in accordance with this section. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. An instrument corrected in accordance with this section shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the instrument as corrected shall be effective from the filing date. (g) Notwithstanding that any instrument authorized to be filed with the Secretary of State under this title is when filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the Secretary of State shall have no liability to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the Secretary of State. (h) Any signature on any instrument authorized to be filed with the Secretary of State under this title may be a facsimile, a conformed signature or an electronically transmitted signature. (i) (1) If: a. Together with the actual delivery of an instrument and tender of the required taxes and fees, there is delivered to the Secretary of State a separate affidavit (which in its heading shall be designated as an iaffidavit of extraordinary conditioni) attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith, specifying the nature, date and time of such good faith effort and requesting that the Secretary of State establish such date and time as the filing date of such instrument; or b. Upon the actual delivery of an instrument and tender of the required taxes and fees, the Secretary of State in the Secretaryis discretion provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith and specifying the date and time of such effort; and c. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition, then the Secretary of State may establish such date and time as the filing date of such instrument. No fee shall be paid to the Secretary of State for receiving an affidavit of extraordinary condition. (2) For purposes of this subsection, an iextraordinary conditioni means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver the instrument and tender the required taxes and fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary of Stateis office, or weather or other condition in or about a locality in which the Secretary of State conducts its business, as a result of which the Secretary of Stateis office is not open for the purpose of the filing of instruments under this chapter or such filing cannot be effected without extraordinary effort. The Secretary of State may require such proof as it deems necessary to make the determination required under paragraph (i)(1)c. of this section, and any such determination shall be conclusive in the absence of actual fraud. (3) If the Secretary of State establishes the filing date of an instrument pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of Stateis written waiver of such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed instrument to which it relates. Such filed instrument shall be effective as of the date and time established as the filing date by the Secretary of State pursuant to this subsection, except as to those persons who are substantially and adversely affected by such establishment and, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto. (j) Notwithstanding any other provision of this chapter, it shall not be necessary for any corporation to amend its certificate of incorporation, or any other document, that has been filed prior to August 1, 2011, to comply with ss 131(c) of this title, provided that any certificate or other document filed under this chapter on or after August 1, 2011, and changing the address of a registered office shall comply with ss 131(c) of this title. 8 Del. C. 1953, ss 103; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, ss 1; 57 Del. Laws, c. 148, ss 2; 58 Del. Laws, c. 235, ss 1; 64 Del. Laws, c. 112, ss 2; 66 Del. Laws, c. 352, ssss 1, 2; 67 Del. Laws, c. 190, ssss 1-3; 68 Del. Laws, c. 211, ssss 1-4; 69 Del. Laws, c. 221, ss 1; 69 Del. Laws, c. 235, ssss 1-3; 70 Del. Laws, c. 79, ss 4; 70 Del. Laws, c. 186, ss 1; 70 Del. Laws, c. 349, ss 1; 70 Del. Laws, c. 587, ssss 2-6; 71 Del. Laws, c. 339, ssss 3-5; 72 Del. Laws, c. 343, ss 2; 73 Del. Laws, c. 298, ss 1; 74 Del. Laws, c. 9, ssss 1-7; 74 Del. Laws, c. 118, ss 1; 78 Del. Laws, c. 96, ss 4; 79 Del. Laws, c. 122, ssss 1, 2; 79 Del. Laws, c. 327, ss 1.

NOTES: 8 Del.C. § 103; 8 Del.C. § 276

DE Code § 276

REGULATORY BODY: Other

STATUTE TEXT: (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by ss 275 of this title to be performed by the board of directors of a corporation having capital stock. If any members of a nonstock corporation are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, such members shall perform all the acts necessary for dissolution which are contemplated by ss 275 of this title to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to ss 275(d) of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by ss 275 of this title for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by ss 274 of this title. 8 Del. C. 1953, ss 276; 56 Del. Laws, c. 50; 66 Del. Laws, c. 136, ss 35; 77 Del. Laws, c. 253, ss 60.

NOTES: 8 Del.C. § 103; 8 Del.C. § 276

FL Code § 617.1403

REGULATORY BODY: Other

STATUTE TEXT: 617.1403 Articles of dissolution.o(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth: (a) The name of the corporation; (b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and (c) If the corporation has no members or if its members are not entitled to vote on dissolution, a statement of such fact, the date of the adoption of such resolution by the board of directors, the number of directors then in office, and the vote for the resolution. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History.os. 77, ch. 90-179.

NOTES: Sec of State F.S.A. § 617.1403;

GA Code § 14-3-1403

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. (b) The plan of dissolution shall provide for distribution of assets as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation; (4) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and (5) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations as may be provided in the plan of dissolution. (c) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 shall comply with the following additional requirements: (1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers articles of dissolution to the Secretary of State; (2) It shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and (3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

NOTES: GA ST § 14-3-1403

GA Code § 14-3-1404

REGULATORY BODY: Other

STATUTE TEXT: Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If member approval was required for dissolution, a statement that dissolution was duly approved by the members in accordance with subsection (a) of Code Section 14-3-1402.

NOTES: Sec. of State Ga. Code Ann., § 14-3-1404

HI Code § 414D-233

REGULATORY BODY: Attorney General

STATUTE TEXT: ss414D-233 Notice to the attorney general of intention to dissolve. (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty business days after it has given the written notice required by subsection (a) to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. [L 2004, c 171, ss3; am L 2005, c 22, ss24; am L 2017, c 87, ss4]

NOTES: Public Benefit Corp. HRS § 414D-233

HI Code § 414D-243

REGULATORY BODY: Other

STATUTE TEXT: ss414D-243 Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by a sufficient vote of the board; (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-242(a)(3), a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2001, c 105, pt of ss1]

NOTES: HRS § 414D-243

ID Code § 30-30-1003

REGULATORY BODY: Other

STATUTE TEXT: 30-30-1003. ARTICLES OF DISSOLUTION. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and (f) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-1002(1)(c), Idaho Code, a statement that the approval was obtained. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History: [30-30-1003, added 2015, ch. 243, sec. 83, p. 1001.]

NOTES: File with Secretary of State, I.C. § 30-30-1003

IL Code § 105/112.20

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: 805 ILCS 105/112.20

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Secretary of State IC 23-17-22-3

IA Code § 504.1403

REGULATORY BODY: Other

STATUTE TEXT: 504.1403 Articles of dissolution. 1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following: a. The name of the corporation. b. The date dissolution was authorized. c. A statement that dissolution was approved by a sufficient vote of the board. d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators. e. If approval by members was required, both of the following: (1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution. (2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph ici, a statement that the approval was obtained. 2. A corporation is dissolved upon the effective date of its articles of dissolution. 2004 Acts, ch 1049, ss139, 192 Referred to in ss504.1404

NOTES: Secretary of State I.C.A. § 504.1403

KS Code § 17-6805a

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: K.S.A. 17-6805a

KS Code § 17-6804

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Secretary of State, K.S.A. 17-6804

KY Code § 273.313

REGULATORY BODY: Other

STATUTE TEXT: (1) At any time after dissolution is authorized and proceedings have not been revoked, articles of dissolution shall be delivered to the Secretary of State for filing and shall set forth:(a) The name of the corporation;Terms Used In Kentucky Statutes 273.313Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(b) The date dissolution was authorized;(c) If there are members entitled to vote thereon:1. The number of votes entitled to be cast on the proposal to dissolve;2. Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and3. If voting by voting groups was required, the information required by this paragraph shall be separately provided for each voting group entitled to vote separately on the plan to dissolve;(d) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office; and(e) A copy of the plan of distribution as adopted by the corporation.(2) The Secretary of State shall immediately forward one (1) of the exact or conformed copies of the articles of dissolution to the secretary of revenue.(3) A corporation shall be dissolved upon the effective date of its articles of dissolution.Effective: June 24, 2015History: Amended 2015 Ky. Acts ch. 34, sec. 72, effective June 24, 2015. - Amended1988 Ky. Acts ch. 23, sec. 207, effective January 1, 1989. - Created 1968 Ky. Acts ch. 165, sec. 48.

NOTES: Secretary of State KRS § 273.313

LA Code § 12:249

REGULATORY BODY: Other

STATUTE TEXT: ss249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court. B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the Secretary of State, expressly authorize some other disposition of its net assets upon dissolution. C. A proceeding for dissolution takes effect: (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court. D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution. Acts 1968, No. 105, ss1.

NOTES: Secretary of State LSA-R.S. 12:249 (Also by Affidavit submitted to Sec. of State)

ME Code § 1101

REGULATORY BODY: Other

STATUTE TEXT: ss1101. Voluntary dissolution 1. Manner of dissolution. A corporation may dissolve and wind up its activities in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice, stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, ss13 (NEW).]B. If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. [PL 1977, c. 525, ss13 (NEW).]C. If all the members entitled to vote by the articles of incorporation authorize the dissolution of the corporation by written consent, upon the execution of such written consent, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106 and shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all the members of the corporation, and a statement that such written consent has been signed by all members of the corporation entitled to vote. Voluntary dissolution pursuant to this section does not require any vote or action of the directors. [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] 2. Cessation of activities; notice. Upon the adoption of such resolution by the members, or by the board of directors if there are no members, or no members entitled to vote thereon, the corporation shall cease to conduct its activities except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this Act. [PL 1977, c. 525, ss13 (NEW).] 3. Provision for prescribing dissolution. The articles of incorporation of any corporation may contain a provision prescribing for approval of any resolution to dissolve the corporation a vote greater than, but in no event less than, that prescribed by subsection 1. [PL 1977, c. 525, ss13 (NEW).] 4. Statement of intent. Upon the adoption of such resolution, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106, and shall set forth: (1) The name of the corporation; (2) The names and respective addresses of its officers and directors; (3) A copy of the resolution adopted by the members or directors authorizing the dissolution of the corporation; (4) The number of members entitled to vote; and (5) The number of members voted for and against the resolution, respectively. [PL 1977, c. 525, ss13 (NEW).] 5. Cessation of activities. Upon the filing by the Secretary of State of a statement of intent to dissolve, the corporation shall cease to carry on its activities, except insofar as may be necessary or appropriate for the winding up thereof, but its corporate existence shall continue until the filing date of the articles of dissolution, or until a decree dissolving the corporation has been entered by a court of competent jurisdiction. [PL 1977, c. 525, ss13 (NEW).] SECTION HISTORY PL 1977, c. 525, ss13 (NEW).

NOTES: Secretary of State 13-B M.R.S.A. § 1101

MD Code § 3-407

REGULATORY BODY: Other

STATUTE TEXT: (a) The corporation shall file articles of dissolution for record with the Department: (1) If there are any known creditors of the corporation, after the 19th day following the mailing of notice to them; or (2) If there are no known creditors, at any time. (b) On written request of the corporation, the Department shall furnish without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years. (c) The Department may not accept articles of dissolution of a corporation for record unless the reports required by Title 11 of the Tax n Property Article have been filed.

NOTES: Dept. of State, Corporations and Associations, § 3-407

MA Code § 11A(c)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: Charitable Corporation - M.G.L.A. 180 § 11A(c)

MA Code § 11

REGULATORY BODY: Other

STATUTE TEXT: Section 11. A corporation which does not constitute a public charity and which desires to close its affairs may, unless otherwise provided in its articles of organization, by the vote of a majority of its members legally qualified to vote in meetings of the corporation, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application; and after such notice as the court may order and after hearing, the court may decree a dissolution of the corporation. Upon any dissolution in accordance with this chapter, the existence of the corporation shall cease, subject to applicable provisions of law for continuation to close its affairs, for the appointment of receivers and for revival. Upon dissolution of a corporation in accordance with this chapter, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon notify the person shown by his records to have last served as clerk of the corporation of the entry of such decree and the date thereof.

NOTES: Noncharitable Corporation, by order of the Court - M.G.L.A. 180 § 11; Charitable Corporation with remaining assets to be filed with Supreme Judicial Court - M.G.L.A. 180 § 11A(d)

MA Code § 11A(d)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Noncharitable Corporation, by order of the Court - M.G.L.A. 180 § 11; Charitable Corporation with remaining assets to be filed with Supreme Judicial Court - M.G.L.A. 180 § 11A(d)

MI Code § 450.252

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.C.L. 450.252

MI Code § 450.252

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Order of the Court M.C.L. 450.252; Filing with Dept. of Licensing & Regulatory Affairs M.C.L. 450.252

MI Code § 450.252

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Order of the Court M.C.L. 450.252; Filing with Dept. of Licensing & Regulatory Affairs M.C.L. 450.252

MN Code § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

MN Code § 317A.711

REGULATORY BODY: Other

STATUTE TEXT: 317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS. Subdivision 1. Manner. If the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 317A.171, a corporation may be dissolved by the incorporators as provided in this section. Subd. 2. Articles of dissolution. (a) A majority of the incorporators shall sign articles of dissolution containing: (1) the name of the corporation; (2) the date of incorporation; (3) a statement that the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected at an organizational meeting; (4) a statement that no debts remain unpaid; and (5) a statement that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable. (b) The articles of dissolution must be filed with the secretary of state. Subd. 3. Effective date. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains: (1) the name of the corporation; (2) the date the articles of dissolution were filed with the secretary of state; and (3) a statement that the corporation is dissolved. History: 1989 c 304 s 95; 1990 c 488 s 33; 2011 c 106 s 13

NOTES: File with Sec. of State, M.S.A. § 317A.711; Supervised voluntary dissolution (court can be requested to supervise dissolution), M.S.A. § 317A.741

MN Code § 317A.741

REGULATORY BODY: Other

STATUTE TEXT: 317A.741 SUPERVISED VOLUNTARY DISSOLUTION. After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may apply to a court within the county in which the registered office of the corporation is located to have the dissolution conducted or continued under the supervision of the court under sections 317A.751 to 317A.765. History: 1989 c 304 s 105

NOTES: File with Sec. of State, M.S.A. § 317A.711; Supervised voluntary dissolution (court can be requested to supervise dissolution), M.S.A. § 317A.741

MS Code § 79-11-337

REGULATORY BODY: Other

STATUTE TEXT: (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board; (d) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; (e) That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interest, or have been otherwise distributed pursuant to the articles or bylaws of the corporation; or, in the case of a corporation which is also a charitable organization, as defined in Section 79-11-501, that the remaining property and assets of the corporation have been transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose; (f) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (g) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (2) A corporation is dissolved upon the effective date of its articles of dissolution.

NOTES: Filed with Sec. of State, MS Code § 79-11-337

MO Code § 355.676

REGULATORY BODY: Attorney General

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.676. Dissolution of public benefit corporation. o 1. A public benefit corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution. 2. No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection 1 of this section to the attorney general or until the attorney general has consented in writing to, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier. 3. When all or substantially all of the assets of a public benefit corporation other than a church or convention or association of churches have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the address of each person, other than creditors, who received assets and indicate what assets each received. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: Pub. Benefit Corp. V.A.M.S. 355.676

MO Code § 355.681

REGULATORY BODY: Other

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.681. Articles of dissolution, contents. o 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by a sufficient vote of the board; (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (b) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision (3) of subsection 1 of section 355.671, a statement that the approval was obtained; and (7) If the corporation is a public benefit corporation, that the notice to the attorney general required by subsection 1 of section 355.676 has been given. 2. A corporation is dissolved upon the effective date of its articles of dissolution. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: Filed with Sec. of State V.A.M.S. 355.681

MT Code § 35-2-722

REGULATORY BODY: Attorney General

STATUTE TEXT: 35-2-722. Notices to attorney general. (1) Except as provided in subsection (4), a public benefit corporation or religious corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution. (2) Assets may not be transferred or conveyed by a public benefit corporation or religious corporation as part of the dissolution process until 20 days after it has given the written notice required by subsection (1) to the attorney general or until the attorney general has consented in writing to the dissolution or indicated in writing that the attorney general will not take action in respect to the transfer or conveyance, whichever is earlier. (3) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list must indicate the address of each person, other than creditors, who received assets and indicate what assets each received. (4) A public benefit corporation or religious corporation that is considered a nonprofit health entity, as defined in 50-4-701, is subject to the provisions of Title 50, chapter 4, part 7. History: En. Sec. 136, Ch. 411, L. 1991; amd. Sec. 21, Ch. 214, L. 2005; amd. Sec. 1286, Ch. 56, L. 2009.

NOTES: Religious and Pub. Benefit Corps. MCA 35-2-722

MT Code § 35-2-723

REGULATORY BODY: Other

STATUTE TEXT: 35-2-723. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) the name of the corporation; (b) the date dissolution was authorized; (c) a statement that dissolution was approved by a sufficient vote of the board; (d) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) (A) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class; and (B) a statement that the number cast for dissolution by each class was sufficient for approval by that class; (f) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-721(1)(c), a statement that the approval was obtained; and (g) if the corporation is a public benefit or religious corporation, that the notice to the attorney general required by 35-2-722(1) has been given. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History: En. Sec. 137, Ch. 411, L. 1991.

NOTES: Filed with Sec. of State MCA 35-2-723

NE Code § 21-19 ;; 21-19-131

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. Terms Used In Nebraska Statutes 21-19,131Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. Source Laws 1996, LB 681, ss 131.

NOTES: Religious and Pub. Benefit Corps Neb.Rev.St. § 21-19,131

NE Code § 21-19 ;; 21-19-131

REGULATORY BODY: Other

STATUTE TEXT: (a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. Terms Used In Nebraska Statutes 21-19,131Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. Source Laws 1996, LB 681, ss 131.

NOTES: Sec. of State Neb.Rev.St. § 21-19,131

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Sec. of State NV ST 82.451

NH Code § 292:9 ;; 292-9

REGULATORY BODY: Attorney General

STATUTE TEXT: 292:9 Procedure. n I. Any such corporation, or 1/4 of the members thereof, may apply by petition to the superior court, or in the case of a charitable corporation to the superior court or the probate court, in the county in which the corporation is located, for a decree of dissolution, or for such other relief as may be just; and the court, after due notice to all parties interested and a hearing, may decree that the corporation be dissolved, subject to such limitations and conditions as justice may require. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. II. The court shall have the right to appoint a guardian ad litem in the event that any members or shareholders, or both, are unknown or have abandoned a stock interest or membership interest in the corporation. The guardian ad litem shall file a report with the court setting forth its findings with respect to: the attempt to notify the unknown shareholders or members or both; any response from the unknown shareholders or members or both; and the length of time since the date of last contact by the unknown shareholder or member with the corporation. III. The court shall have the discretion, after reviewing the report of the guardian ad litem, to conclude the extent of the rights and interests of the shareholders or members, or both, who are unknown or have abandoned their interests. IV. No member or shareholder shall be entitled to receive an amount from a dissolution of assets greater than the member’s or shareholder’s total contribution to capital or purchase price, or both, of membership certificates. Any and all funds which may be payable to members or shareholders, or both, who have been adjudicated to have abandoned their interests under this section shall revert to the corporation as capital assets. Source. 1887, 72:1. 1891, 46:1. PS 147:10. PL 223:9. RL 272:8. RSA 292:9. 1991, 261:9. 1992, 284:5, eff. Jan. 1, 1993.

NOTES: N.H. Rev. Stat. § 292:9

NH Code § 292:10 ;; 292-10

REGULATORY BODY: Other

STATUTE TEXT: 292:10 Filing Order. n The corporation shall cause an attested copy of the decree of the court to be filed in the office of the secretary of state forthwith after it is made; and when such copy has been so filed, the corporate existence of the corporation shall terminate in accordance with the terms of such decree. Source. 1887, 72:3. PS 147:11. PL 223:10. RL 272:9.

NOTES: Filed with Sec. of State N.H. Rev. Stat. § 292:10

NJ Code § 15A:12-6 ;; 15A-12-6

REGULATORY BODY: Attorney General

STATUTE TEXT: 15A:12-6. Dissolution pursuant to provision in certificate of incorporation a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment. c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment. L.1983, c. 127, s. 15A:12-6, eff. Oct. 1, 1983.

NOTES: N.J.S.A. 15A:12-6; N.J.S.A. 15A:12-7

NJ Code § 15A:12-7 ;; 15A-12-7

REGULATORY BODY: Attorney General

STATUTE TEXT: 15A:12-7. Dissolution upon expiration of period of duration A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.

NOTES: N.J.S.A. 15A:12-6; N.J.S.A. 15A:12-7

NJ Code § 15A:12-6 ;; 15A-12-6

REGULATORY BODY: Other

STATUTE TEXT: 15A:12-6. Dissolution pursuant to provision in certificate of incorporation a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment. c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment. L.1983, c. 127, s. 15A:12-6, eff. Oct. 1, 1983.

NOTES: Secretary of State, N.J.S.A. 15A:12-6; N.J.S.A. 15A:12-7

NJ Code § 15A:12-7 ;; 15A-12-7

REGULATORY BODY: Other

STATUTE TEXT: 15A:12-7. Dissolution upon expiration of period of duration A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.

NOTES: Secretary of State, N.J.S.A. 15A:12-6; N.J.S.A. 15A:12-7

NM Code § 53-8-52

REGULATORY BODY: Other

STATUTE TEXT: A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of dissolution to which shall be affixed the copy. B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the commission [secretary of state], shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act. History: 1953 Comp., ss 51-14-94, enacted by Laws 1975, ch. 217, ss 52; 2003, ch. 318, ss 18. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection A; substituted “the original and copy” for “each of the duplicate originals” in Paragraph A(1); substituted “the original” for “one of the originals” in Paragraph A(2); substituted “copy” for “other duplicate original” in Paragraph A(3); substituted “copy” for “duplicate original” following “together with the” in Subsection B; and deleted “corporation” preceding “commission” throughout the section.

NOTES: Sec. of State N. M. S. A. 1978, § 53-8-52

NY Code § 1002(d)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL § 1002(d)

NY Code § 1003and

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

NY Code § 1004

REGULATORY BODY: Other

STATUTE TEXT: ss 1004. Certificate of dissolution; filing; effect. (a) The department of state shall not file a certificate of dissolution unless the consent of the state department of taxation and finance to the dissolution is attached thereto. Upon filing the certificate, the corporation is dissolved. (b) Notwithstanding paragraph (a) of this section, with respect to any corporation that has done business in the city of New York and incurred liability for any tax or charge under chapter six, seven, eight, ten, eleven, twelve, thirteen, fourteen, fifteen, twenty-one, twenty-four, twenty-five or twenty-seven of title eleven of the administrative code of the city of New York, the department of state shall not file a certificate of dissolution unless the consent of the commissioner of finance of the city of New York to the dissolution is also attached thereto. (a) The department of state shall not file a certificate of dissolution unless the consent of the state department of taxation and finance to the dissolution is attached thereto. Upon filing the certificate, the corporation is dissolved. (b) Notwithstanding paragraph (a) of this section, with respect to any corporation that has done business in the city of New York and incurred liability for any tax or charge under chapter six, seven, eight, ten, eleven, twelve, thirteen, fourteen, fifteen, twenty-one, twenty-four, twenty-five or twenty-seven of title eleven of the administrative code of the city of New York, the department of state shall not file a certificate of dissolution unless the consent of the commissioner of finance of the city of New York to the dissolution is also attached thereto.

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

NY Code § 1008

REGULATORY BODY: Other

STATUTE TEXT: ss 1008. Jurisdiction of supreme court to supervise dissolution and liquidation. (a) At any time after the filing of a certificate of dissolution under this article, the supreme court in the judicial district where the office of the corporation was located at the date of its dissolution, in a special proceeding instituted under this section, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, member, subscriber for capital certificates, incorporator or the attorney general, may suspend or annul the dissolution or continue the liquidation of the corporation under the supervision of the court and may make all such orders as it may deem proper in all matters in connection with the dissolution or the winding up of the affairs of the corporation, and in particular, and without limiting the generality of the foregoing, in respect of the following: (1) The determination of the validity of the authorization of the dissolution of the corporation and of the execution and delivery of the certificate of dissolution under this article. (2) The adequacy of the notice given to creditors and claimants and, if it is determined to have been inadequate, the requirement of such further notice as the court may deem proper. (3) The determination of the validity and amount of invalidity of any claims which have been presented to the corporation. (4) The barring of all creditors and claimants who have not timely filed claims as provided in any such notice, or whose claims have been disallowed by the court, as against the corporation, its assets, directors, officers and members. (5) The determination and enforcement of the liability of any director, officer, member or subscriber for capital certificates, to the corporation or for the liabilities of the corporation. (6) The presentation and filing of intermediate and final accounts of the directors, the hearing thereon, the allowance or disallowance thereof, and the discharge of the directors, or any of them, from their liabilities. (7) The administration of any trust, or the disposition of any property held in trust by or for the corporation. (8) The adequacy of a plan of distribution. (9) The payment, satisfaction or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for payment of the liabilities of the corporation. (10) The disposition or destruction of records, documents and papers of the corporation. (11) The appointment and removal of a receiver under article 12 (Receivership) who may be a director, officer or member of the corporation. (12) The issuance of injunctions for one or more of the purposes and as provided in section 1113 (Injunction). (13) The return of subscription payments to subscribers for capital certificates, and the making of distributions, in cash or in kind or partly in each, to the members. (14) The payment to the state comptroller, as abandoned property, of assets under paragraph (d) of section 1002-a (Carrying out the plan of dissolution and distribution of assets). (15) Where assets were received and held by the corporation either for a charitable purpose or legally required to be used for a particular purpose, the distribution of such assets to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolved corporation, on notice to the attorney general and to such other persons, and in such manner, as the court may deem proper. (b) No order annulling a dissolution shall be made under this section if the name of the corporation whose dissolution is to be annulled is no longer available for use by such corporation, unless such corporation submits with its petition for the annulment of the dissolution a certificate of reservation of another available name. (c) Orders under this section may be entered ex parte, except that if such special proceeding was not instituted upon petition of the corporation, notice shall be given to the corporation in such manner as the court may direct. Notice shall be given to other persons interested, and in such manner, as the court may deem proper, of any hearings and of the entry of any orders on such matters as the court shall deem proper. All orders made by the court under this section shall be binding upon the attorney-general, the corporation, its directors, officers, members, subscribers for capital certificates, incorporators, creditors and claimants. (a) At any time after the filing of a certificate of dissolution under this article, the supreme court in the judicial district where the office of the corporation was located at the date of its dissolution, in a special proceeding instituted under this section, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, member, subscriber for capital certificates, incorporator or the attorney general, may suspend or annul the dissolution or continue the liquidation of the corporation under the supervision of the court and may make all such orders as it may deem proper in all matters in connection with the dissolution or the winding up of the affairs of the corporation, and in particular, and without limiting the generality of the foregoing, in respect of the following: (1) The determination of the validity of the authorization of the dissolution of the corporation and of the execution and delivery of the certificate of dissolution under this article. (2) The adequacy of the notice given to creditors and claimants and, if it is determined to have been inadequate, the requirement of such further notice as the court may deem proper. (3) The determination of the validity and amount of invalidity of any claims which have been presented to the corporation. (4) The barring of all creditors and claimants who have not timely filed claims as provided in any such notice, or whose claims have been disallowed by the court, as against the corporation, its assets, directors, officers and members. (5) The determination and enforcement of the liability of any director, officer, member or subscriber for capital certificates, to the corporation or for the liabilities of the corporation. (6) The presentation and filing of intermediate and final accounts of the directors, the hearing thereon, the allowance or disallowance thereof, and the discharge of the directors, or any of them, from their liabilities. (7) The administration of any trust, or the disposition of any property held in trust by or for the corporation. (8) The adequacy of a plan of distribution. (9) The payment, satisfaction or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for payment of the liabilities of the corporation. (10) The disposition or destruction of records, documents and papers of the corporation. (11) The appointment and removal of a receiver under article 12 (Receivership) who may be a director, officer or member of the corporation. (12) The issuance of injunctions for one or more of the purposes and as provided in section 1113 (Injunction). (13) The return of subscription payments to subscribers for capital certificates, and the making of distributions, in cash or in kind or partly in each, to the members. (14) The payment to the state comptroller, as abandoned property, of assets under paragraph (d) of section 1002-a (Carrying out the plan of dissolution and distribution of assets). (15) Where assets were received and held by the corporation either for a charitable purpose or legally required to be used for a particular purpose, the distribution of such assets to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolved corporation, on notice to the attorney general and to such other persons, and in such manner, as the court may deem proper. (b) No order annulling a dissolution shall be made under this section if the name of the corporation whose dissolution is to be annulled is no longer available for use by such corporation, unless such corporation submits with its petition for the annulment of the dissolution a certificate of reservation of another available name. (c) Orders under this section may be entered ex parte, except that if such special proceeding was not instituted upon petition of the corporation, notice shall be given to the corporation in such manner as the court may direct. Notice shall be given to other persons interested, and in such manner, as the court may deem proper, of any hearings and of the entry of any orders on such matters as the court shall deem proper. All orders made by the court under this section shall be binding upon the attorney-general, the corporation, its directors, officers, members, subscribers for capital certificates, incorporators, creditors and claimants.

NOTES: Must file Certificate of Dissolution with Sec. of State per N-PCL §1003and Dept. of Taxation per N-PCL § 1004; Supreme Court has jurisdiction to supervise per N-PCL § 1008

NC Code § 55A-14-04

REGULATORY BODY: Other

STATUTE TEXT: 55A-14-04. Articles of dissolution.(a) At any time after dissolution is authorized pursuant to G.S. 55A-14-02, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The names and addresses of its officers;(3) The names and addresses of its directors;(4) The plan of dissolution as required by G.S. 55A-14-03;(5) The date dissolution was authorized;(6) If approval by members was not required, a statement to that effect and a statement that the plan of dissolution was approved by a sufficient vote of the board of directors;(7) If approval by members was required, a statement that the plan of dissolution was approved as required by this Chapter; and(8) If approval of dissolution by some person or persons other than the members or the board of directors is required pursuant to G.S. 55A-14-02(a)(3), a statement that the approval was obtained.(b) A corporation is dissolved upon the effective date of its articles of dissolution. (1955, c. 1230; 1973, c. 314, s. 7; 1993, c. 398, s. 1.)

NOTES: Secretary of State N.C.G.S.A. § 55A-14-04

ND Code § 10-33-122

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: NDCC 10-33-122

ND Code § 10-33-100

REGULATORY BODY: Other

STATUTE TEXT: 1.When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to collect or make provision for the collection of debts owing to the corporation and to pay or make provision for the payment of debts, obligations, and liabilities of the corporation according to their priorities.2.Notwithstanding section 10-33-94, when a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the members, subject to sections 10-33-95 and 10-33-122.3.Property must be distributed under section 10-33-105.

NOTES: Sec. of State NDCC, 10-33-100

OH Code § 1702.47

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors’ suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the period of existence of the corporation specified in its articles has expired. (D) (1) The voting members at a meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by proxy, or by the use of authorized communications equipment, if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members or the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be sent to all the members who would be entitled to vote at the meeting by mail, overnight delivery service, or any authorized communications equipment. (2) For purposes of division (D)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (E) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within thirty days after the adoption of the resolution, or upon any date specified in the resolution as the date upon which the certificate is to be filed, or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three voting members and shall set forth a statement that the persons signing the certificate are voting members and are filing the certificate because of the failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (2) A receipt, certificate, or other evidence showing that the corporation has paid all taxes imposed under the laws of this state that are or will be due from the corporation on the date of the dissolution , or that such payment has been adequately guaranteed; (3) In lieu of the receipt, certificate, or other evidence described in division (G)(1) or (2) of this section, an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved. Amended by 129th General AssemblyFile No.117, HB 508, ss1, eff. 9/6/2012. Effective Date: 05-16-2002 .

NOTES: Pub. Benefit and Mutual Benefit Corp) R.C. § 1702.47

OH Code § 1702.47

REGULATORY BODY: Other

STATUTE TEXT: (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors’ suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the period of existence of the corporation specified in its articles has expired. (D) (1) The voting members at a meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by proxy, or by the use of authorized communications equipment, if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members or the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be sent to all the members who would be entitled to vote at the meeting by mail, overnight delivery service, or any authorized communications equipment. (2) For purposes of division (D)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (E) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within thirty days after the adoption of the resolution, or upon any date specified in the resolution as the date upon which the certificate is to be filed, or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three voting members and shall set forth a statement that the persons signing the certificate are voting members and are filing the certificate because of the failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (2) A receipt, certificate, or other evidence showing that the corporation has paid all taxes imposed under the laws of this state that are or will be due from the corporation on the date of the dissolution , or that such payment has been adequately guaranteed; (3) In lieu of the receipt, certificate, or other evidence described in division (G)(1) or (2) of this section, an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved. Amended by 129th General AssemblyFile No.117, HB 508, ss1, eff. 9/6/2012. Effective Date: 05-16-2002 .

NOTES: Sec. of State R.C. § 1702.47; Jurisdiction of court of common pleas R.C. § 1702.50

OH Code § 1702.50 ;; 1702.5

REGULATORY BODY: Other

STATUTE TEXT: (A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the principal office of a voluntarily dissolved corporation or of a corporation whose articles have been canceled or whose period of existence has expired, upon the complaint of the corporation, a majority of the directors, or a creditor or member, and upon such notice to all the directors and such other persons interested as the court considers proper, at any time may order and adjudge in respect to the following matters: (1) The presentation and proof of all claims and demands against the corporation and of all rights, interests, or liens in or on any of its property; the fixing of the time within which and the manner in which such proof shall be made and the person to whom such presentation shall be made; and the barring from participation in any distribution of assets of all persons failing to make and present proofs as required by the order of the court; (2) The stay of the prosecution of any proceeding against the corporation or involving any of its property, and the requirement that the parties to it present and prove their claims, demands, rights, interests, or liens at the time and in the manner required of creditors or others; or the grant of leave to bring or maintain an independent proceeding to enforce liens; (3) The settlement or determination of all claims of every nature against the corporation or any of its property; the determination of the assets required to be retained to pay or provide for the payment of such claims or any claim; the determination of the assets available for distribution among members and others; and the making of new parties to the proceeding so far as the court considers proper for the determination of all matters; (4) The determination of the rights of members or others in and to the assets of the corporation; (5) The presentation and the filing of intermediate and final accounts of the directors or of the liquidators and hearings on them; the allowance, disallowance, or settlement of such accounts; and the discharge of the directors, the liquidators, or any of them from their duties and liabilities; (6) The appointment of a special master commissioner to hear and determine any such matters with such authority as the court considers proper; (7) The filling of any vacancies in the number of directors or liquidators when the directors are unable to act on the vacancies for want of a quorum or for any other reason; (8) The appointment of a receiver, in accordance with the usages of a court in equitable matters, to wind up the affairs of the corporation, to take custody of any of its property, or for any other purpose; (9) The issuance or entry of any injunction or any other order that the court considers proper in the administration of the trust involved in the winding up of the affairs of the corporation and the giving of notice of it; (10) The allowance and payment of compensation to the directors or any of them, to liquidators, to a receiver, to the attorney for the complainant, or to any person properly rendering services beneficial to the corporation or to those interested in it; (11) The entry of a judgment or decree that, if it so provides, may operate as the deed or other instrument ordered to be executed, or the appointment of a master to execute such deed or instrument in the name of the corporation with the same effect as if executed by an authorized officer pursuant to authority conferred by the directors or the voting members of the corporation, whenever there is no officer or agent competent to execute such deed or instrument, whenever the corporation or its officers do not perform or comply with a judgment or decree of court, or whenever the court considers it proper. (B) A judicial proceeding under this section concerning the winding up of the affairs of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: Sec. of State R.C. § 1702.47; Jurisdiction of court of common pleas R.C. § 1702.50

OK Code § 1097 ;; 18-1097

REGULATORY BODY: Other

STATUTE TEXT: DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE A. Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by the provisions of Section 1096 of this title to be performed by the board of directors of a corporation having capital stock. If the members of a corporation having no capital stock are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, they shall perform all the acts necessary for dissolution which are required by the provisions of Section 1096 of this title to be performed by the shareholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of Section 1096 of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by the provisions of Section 1096 of this title for the dissolution of corporations having capital stock. B. If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the Office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by Section 1095 of this title. Added by Laws 1986, c. 292, ss 97, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, ss 22, eff. Nov. 1, 1988; Laws 1999, c. 421, ss 18, eff. Nov. 1, 1999; Laws 2019, c. 88, ss 26, eff. Nov. 1, 2019.

NOTES: Sec. of State 18 Okl.St.Ann. § 1097

OR Code § 65.627 ;; 65-627

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier.(2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution. (3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received. [1989 c.1010 ss132; 2019 c.174 ss90]

NOTES: Pub. Benefit and Religious Corp. O.R.S. § 65.627

OR Code § 65.631 ;; 65-631

REGULATORY BODY: Other

STATUTE TEXT: (1) At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing, articles of dissolution setting forth:(a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board of directors; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members entitled to vote was required: (A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and (B) The total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution; (f) If approval of dissolution by some person or persons other than the members entitled to vote on dissolution, the board or the incorporators is required pursuant to ORS 65.624 (1)(c), a statement that the approval was obtained; and (g) If the corporation is a public benefit corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 has been given. (2) A corporation is dissolved upon the effective date of the corporationis articles of dissolution. [1989 c.1010 ss133; 2019 c.174 ss91]

NOTES: Sec. of State O.R.S. § 65.631

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: Pa. O.C. Rule 5.5 (Not in statute)

PA Code § 7740.3

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Pa. Orphan Court has juridiction 20 Pa.C.S.A. § 7740.3

RI Code § 7-6-55

REGULATORY BODY: Other

STATUTE TEXT: ss 7-6-55. Filing of articles of dissolution. (a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in the secretary of state’s office; (3) Issue a certificate of dissolution. (b) The certificate of dissolution shall be delivered to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2005, ch. 36, ss 4; P.L. 2005, ch. 72, ss 4.)

NOTES: Sec. of State Gen.Laws 1956, § 7-6-55

SC Code § 33-31-1403

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A nonprofit organization shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. The nonprofit organization shall submit to the Secretary of State copies of all documents provided to the Attorney General at the time of the filing of the articles of dissolution. (b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received. HISTORY: 1994 Act No. 384, Section 1; 2010 Act No. 220, Section 2, eff June 8, 2010. Effect of Amendment The 2010 amendment rewrote subsection (a).

NOTES: Code 1976 § 33-31-1403

SC Code § 33-31-1403

REGULATORY BODY: Other

STATUTE TEXT: (a) A nonprofit organization shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. The nonprofit organization shall submit to the Secretary of State copies of all documents provided to the Attorney General at the time of the filing of the articles of dissolution. (b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received. HISTORY: 1994 Act No. 384, Section 1; 2010 Act No. 220, Section 2, eff June 8, 2010. Effect of Amendment The 2010 amendment rewrote subsection (a).

NOTES: Sec. of State, Code 1976 § 33-31-1403

SD Code § 47-26-6.1 ;; 47-26-6-1

REGULATORY BODY: Attorney General

STATUTE TEXT: 47-26-6.1. Notice to attorney general. At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for distribution of assets required pursuant to ss 47-26-6 or plan of conversion pursuant to ss 47-25A-8 or 47-25A-9.Source: SL 2016, ch 221, ss 14.

NOTES: SDCL § 47-26-6.1

SD Code § 47-26-10

REGULATORY BODY: Other

STATUTE TEXT: 47-26-10. Delivery of articles to secretary of state–Endorsement and filing by secretary of state–Issuance of certificate of dissolution. The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of dissolution conform to law, when all fees have been paid as prescribed in chapter 47-28, the secretary of state shall:(1) Endorse the word “filed” on the original and the copy and the month, day, and year of filing;(2) File the original in his office; and(3) Issue a certificate of dissolution to which he shall affix the copy.The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto, shall be returned to the representative of the dissolved corporation.Source: SL 1965, ch 24, ss 52; SL 1989, ch 393, ss 30; SL 2012, ch 222, ss 8.

NOTES: Sec. of State SDCL § 47-26-10

TN Code § 48-64-103

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

NOTES: Pub. Benefit Corp., T. C. A. § 48-64-103

TN Code § 48-64-104

REGULATORY BODY: Other

STATUTE TEXT: (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that the resolution was duly adopted by the members; (4) If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors; (5) A copy of the resolution or the written consent authorizing the dissolution; (6) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and (7) If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by ss 48-64-103(a) has been given. (b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.

NOTES: Sec of State, T. C. A. § 48-64-104

TX Code § 11.105

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: V.T.C.A., Business Organizations Code § 11.105

UT Code § 16-6a-1403 ;; section-1403

REGULATORY BODY: Other

STATUTE TEXT: 16-6a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the nonprofit corporation; (b) (i) (A) the address of the nonprofit corporation’s principal office; or (B) if a principal office is not to be maintained, a statement that the nonprofit corporation will not maintain a principal office; and (ii) if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-6a-1409; (c) the date dissolution was authorized; (d) if dissolution was authorized by the directors or the incorporators pursuant to Section 16-6a-1401, a statement to that effect; (e) if dissolution was approved by the members pursuant to Section 16-6a-1402, a statement that the number of votes cast for the proposal to dissolve by each voting group entitled to vote separately on the proposal was sufficient for approval by that voting group; and (f) any additional information as the division determines is necessary or appropriate. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to Section 16-6a-1418. Enacted by Chapter 300, 2000 General Session

NOTES: Div. of Corporations and Commercial Code Utah Code § 16-6a-1403

VT Code § 14.03

REGULATORY BODY: Other

STATUTE TEXT: ss 14.03. Articles of dissolution (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision 14.02(a)(3) of this title, a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: Sec. of State 11B V.S.A. § 14.03

VA Code § 13.1-904 ;; 13-1-904

REGULATORY BODY: Other

STATUTE TEXT: A. At any time after dissolution is approved, the corporation may dissolve by filing with the Commission articles of dissolution setting forth:1. The name of the corporation.2. The date dissolution was authorized.3. Where there are members having voting rights, either (i) a statement that dissolution was authorized by unanimous consent of the members, or (ii) a statement that the proposed dissolution was submitted to the members by the board of directors in accordance with this article and a statement of (a) the existence of a quorum of each voting group entitled to vote separately on dissolution and (b) either the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group and a statement that the number cast for dissolution by each voting group was sufficient for approval by that voting group.4. Where there are no members, or no members having voting rights, then a statement of that fact, the date of the meeting of the board of directors at which the dissolution was authorized and a statement of the fact that dissolution was authorized by the vote of a majority of the directors in office.B. If the Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all required fees and taxes imposed by laws administered by the Commission, it shall issue a certificate of dissolution.C. A corporation is dissolved upon the effective date of the certificate of dissolution.D. For purposes of ssss 13.1-902 through 13.1-908.2, “dissolved corporation” means a corporation whose articles of dissolution have become effective; the term includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.Code 1950, ssss 13.1-252, 13.1-253; 1956, c. 428; 1974, c. 452; 1975, c. 500; 1985, c. 522; 2003, c. 596; 2007, c. 925.

NOTES: File with State Corp. Comm., VA Code Ann. § 13.1-904

WA Code § 24.03.220

REGULATORY BODY: Attorney General

STATUTE TEXT: RCW 24.03.220 Voluntary dissolution.A corporation may dissolve and wind up its affairs in the following manner:(1) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having such voting rights, which may be either an annual or a special meeting. Notice in the form of a record stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) Where there are no members, or no members having voting rights with regard to the question, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, to the attorney general with respect to assets subject to RCW 24.03.225(3), and to the department of revenue, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.[ 2004 c 265 ss 23; 1986 c 240 ss 38; 1982 c 35 ss 92; 1967 c 235 ss 45.]NOTES:IntentoSeverabilityoEffective datesoApplicationo1982 c 35: See notes following RCW 43.07.160.

NOTES: West’s RCWA 24.03.220

WA Code § 24.03.245

REGULATORY BODY: Other

STATUTE TEXT: RCW 24.03.245 Filing of articles of dissolution.Articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. Upon the filing of such articles of dissolution the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.[ 2015 c 176 ss 3117; 2002 c 74 ss 11; 1982 c 35 ss 94; 1967 c 235 ss 50.]NOTES:Effective dateoContingent effective dateo2015 c 176: See note following RCW 23.95.100.Captions not lawo2002 c 74: See note following RCW 19.09.020.IntentoSeverabilityoEffective datesoApplicationo1982 c 35: See notes following RCW 43.07.160.

NOTES: File with Sec. of State West’s RCWA 24.03.245

DC Code § 29-412.02 ;; 29-412-02

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) The board of directors of a membership corporation may propose dissolution for submission to the members. (b) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and (2) The members entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposal for dissolution on any basis. (d) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members. The notice shall also state: (1) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and (2) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined. (e) Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the proposal, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists. (f) If the nonprofit corporation does not have any members entitled to vote on its dissolution, a proposal to dissolve shall be adopted by the corporation when it has been adopted by the board of directors. (g) A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)

NOTES: DC ST § 29-412.02

DC Code § 29-412.03 ;; 29-412-03

REGULATORY BODY: Other

STATUTE TEXT: (a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Mayor for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) That the dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws. (b) A nonprofit corporation shall be dissolved upon the effective date of its articles of dissolution. (c) For purposes of this part, the term idissolved corporationi means a nonprofit corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)

NOTES: File with Mayor’s Office DC ST § 29-412.03

WV Code § 31E-13-1303

REGULATORY BODY: Other

STATUTE TEXT: (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized; and(3) If dissolution was approved by the members, a statement that the proposal to dissolve was duly approved by the members in the manner required by this chapter and by the articles of incorporation.(b) A corporation is dissolved upon the receipt by the corporation of a certificate of dissolution from the Secretary of State.(c) The Secretary of State shall issue a certificate of dissolution to the corporation delivering articles of dissolution upon receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from the corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one of said chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.

NOTES: File with Sec. of State W. Va. Code, § 31E-13-1303

WI Code § 181.1403

REGULATORY BODY: Other

STATUTE TEXT: 181.1403 Articles of dissolution. (1) Filing requirements. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information:(a) The name of the corporation.(b) The date dissolution was authorized.(c) A statement that dissolution was approved by a sufficient vote of the board.(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators.(e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.(f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained.(g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period. (2) Effective date. A corporation is dissolved upon the effective date of its articles of dissolution.History: 1997 a. 79; 2001 a. 44.

NOTES: File with Dept. of Fin. Inst., W.S.A. 181.1403

WY Code § 17-19-1403

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1403. Notices to the secretary of state. (a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general. (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1403

WY Code § 17-19-1403

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1403. Notices to the secretary of state. (a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general. (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.

NOTES: File with Sec. of State W.S.1977 W.S.1977 § 17-19-1403; § 17-19-1404

WY Code § 17-19-1404

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1404. Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (i) The name of the corporation; (ii) The date dissolution was authorized; (iii) A statement that dissolution was approved by a sufficient vote of the board; (iv) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (v) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (vi) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1402(a)(iii), a statement that the approval was obtained; and (vii) If the corporation is a public benefit or religious corporation, that the notice to the secretary of state required by W.S. 17-19-1403(a) has been given. (b) A corporation is dissolved upon the effective date of its articles of dissolution.

NOTES: File with Sec. of State W.S.1977 W.S.1977 § 17-19-1403; § 17-19-1404

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