Dissolution

Question 1

Voluntary Dissolution before shares have been issued

Answer 1

Before shares are issued, majority of either promoters or initial directors may vote to dissolve and do so by delivering Articles of dissolution to Secretary of State

Question 2

Voluntary Dissolution after shares have been issued

Answer 2

Board reccomends dissolution to shareholders for approval. if approved by majority entitled to vote then articles are sent to Secretary of State and winding up process begins.

Corporation with multiple classes of stock must get approval from each class.

Question 3

Involuntary Dissolution by Secretary of State

Answer 3

Failure to pay fees or deliver reports, no registered agent, expiration of stated period of duration: allows 60 days notice to cure, if no cure, corporation is administratively dissolved, but there is a 5 year period to seek reinstatement of corporate status.

Question 4

Involuntary Dissolution by Court

Answer 4

Suit by attorney general initiated for fraud or abuse of legal authority.

Suit by shareholder for director or shareholder deadlock, or if directors are acting illegally, oppressively or fraudulently or wasting corporate assets.

Suit by creditor, if unpaid claim is reduced to judgment and corporation is insolvent.

Question 5

What must court determine for dissolution by court

Answer 5

if grounds for dissolution exist and whether it is the appropriate remedy.

If so they will issue decree of dissolution to SOS.