Termination of Corporate Status

Question 1

Voluntary Dissolution: Procedure Before Issuance of Stock

Answer 1

Deliver signed articles of dissolution to secretary of state

Question 2

Voluntary Dissolution: Procedure After Issuance of Stock

Answer 2

Follow procedures for fundamental change

Dissolution proposal must be approved by majority of votes entitled to be cast

Question 3

Voluntary Dissolution: Winding Up

Answer 3

Dissolving corporation can continue to exist to collect assets, dispose of property, discharge liabilities, and distribute property to shareholders according to their interests

Question 4

Voluntary Dissolution: Creditors’ Rights

Answer 4

Dissolved corporation must send notice to known claimants

(1) SPECIFY AMOUNT firm believes it owes
(2) PROVIDE PROCEDURE FOR DISPUTES and mailing address where claim may be sent
(3) SET DEADLINE to confirm claim
(4) State that any claim WILL BE SET AT STATED AMOUNT if dispute not received by deadline

Question 5

Involuntary Dissolution: By Shareholders

Answer 5

Shareholder may pursue involuntarily dissolution of the corporation if:

(1) Shareholders deadlocked; or
(2) Directors deadlocked, the shareholders are unable to break deadlock, and irreparable injury to corporation is threatened

Question 6

Involuntary Dissolution: By Creditor

Answer 6

Creditor may seek dissolution when corporation is insolvent

Question 7

Involuntary Dissolution: By State

Answer 7

Administrative dissolution if corporation has:

(1) Failed to pay taxes or fees within 60 days after they are due;
(2) Failed to file required biennial report; or
(3) Failed to maintain registered agent for 60 days more