7. Dissolution Flashcards

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1
Q

What is required for voluntary dissolution?

A

Corporate act

Incorporators/Initial Directors

1) Apply for dissolution before shares issued/business commenced (otherwise must may remaining assets after winding-up to SHs)
2) File Articles of dissolution to Secretary of State
3) Pay all corporate debts before dissolution

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2
Q

What happens after voluntary dissolution?

A

1) Dissolution
2) Continue corporate existence
3) Carry on business (as appropriate during winding-up)

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3
Q

What is required for judicial dissolution?

A

By Attorney General

  • Corporation fraudulently obtained Articles
  • Corporation abused its authority

By SHs

  • Directors’ deadlock (SHs cannot break + irreparable injury to Corporation)
  • Directors conducted fraud/illegal activity
  • Directors misapplied assets
  • SHs failed to elect Directors after at least 2 consecutive annual meetings + SHs’ deadlock

By Creditors

1) Insolvent Corporation
2) Unsatisfied judgment/Corporation admitted written notice re Creditors’ claim due

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