§ 15-4-1227 - Dissolution of company.
15-4-1227. Dissolution of company.
(a) Any company organized under this subchapter, after the payment in full and cancellation of all its notes, bonds, and other obligations issued under the provisions of this subchapter or after the deposit in trust with the respective trustees designated in any deeds of trust given to secure the payment of any such obligations of a sum of money sufficient for the purpose, may dissolve by a vote of a majority of the common stock of a corporation or by a vote of a majority of the units of interest of a limited liability company, represented in person or by proxy, at any regular meeting or at any special meeting of the holders of the common stock of a corporation or the holders of the units of interest of a limited liability company called for that purpose.
(b) A certificate of dissolution shall be signed by the chief executive officer and attested by the chief financial officer certifying to the dissolution and stating that they have been authorized to execute and file the certificate by a vote cast in person or by proxy by holders of a majority of the common stock of a corporation or by holders of a majority of the units of interest of a limited liability company.
(c) The certificate of dissolution shall be executed, acknowledged, and filed and recorded in the same manner as the original articles of incorporation or articles of organization, and as soon as the Bank Commissioner shall have accepted and endorsed on the certificate of dissolution his or her approval thereof, the company shall be deemed to be dissolved.
(d) (1) However, the company shall be continued for the purposes of:
(A) Paying, satisfying, and discharging any other existing liabilities or obligations;
(B) Collecting or liquidating its assets; and
(C) Doing all other acts required to adjust and conclude its business and affairs.
(2) The company may sue and be sued in its corporate or limited liability company name.
(e) Any assets remaining after all liabilities or other obligations of the company have been satisfied or discharged shall be distributed pro rata first among the then-holders, if any, of any stock of a corporation or the then-holders, if any, of any units of interest of a limited liability company entitled to a preference, and the remaining assets of the company shall then be distributed pro rata among the then-holders of the common stock of a corporation or among the then-holders of the units of interest of a limited liability company not entitled to any such preferences.
(f) A copy of the certificate of dissolution as accepted and endorsed by the commissioner, as prescribed in subsection (c) of this section, shall be filed for recordation in the office of the county clerk in the county in which the principal office of the company is located, and a copy shall be delivered to the Director of the Department of Finance and Administration.