(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section.
(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the 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 the meeting or represented by proxy are entitled to cast.
(c) If there are no members, or no members entitled to vote, 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.
(d) Upon the adoption of a resolution by the members, or by the board of directors if there are no members or no members entitled to vote, the corporation shall cease to conduct its affairs except as may be necessary to wind them up, 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 chapter.
(e) Following the adoption of a resolution to dissolve, a copy of it executed by the corporation's president or vice-president and a secretary or assistant secretary shall be immediately filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.
(f) A corporation, which has filed a resolution of voluntary dissolution, which has not concluded its affairs and received a certificate of dissolution, within two years after the date of filing the resolution, shall be involuntarily dissolved by the commissioner.
Section: 10.20.290 10.20.295 10.20.300 10.20.305 10.20.310 10.20.315 10.20.320 10.20.325 10.20.330 10.20.335 10.20.340 10.20.345 10.20.350 10.20.355 10.20.360 NextLast modified: November 15, 2016