§ 23-18-325 - Dissolution.
23-18-325. Dissolution.
(a) Any corporation may dissolve by majority vote of the members present in person or by proxy at any regular meeting or at any special meeting of its members called for that purpose.
(b) A certificate of dissolution shall be signed by the president or vice president and attested by the secretary certifying to the dissolution and stating that they have been authorized to execute and file the certificate by vote cast in person or by proxy by a majority of the members of the corporation.
(c) A certificate of dissolution shall be executed, acknowledged, filed, and recorded in the same manner as the original articles of incorporation of a corporation organized under this subchapter.
(d) As soon as the Secretary of State has accepted the certificate of dissolution for filing and recording and issued a certificate of dissolution, the corporation shall be deemed to be dissolved.
(e) (1) However, the corporation shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations, collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs. The corporation may sue and be sued in its corporate name.
(2) Any assets remaining after all liabilities or obligations of the corporation have been satisfied or discharged shall be distributed pro rata among the members of the corporation at the time of the filing of the certificate of dissolution.
(f) (1) Any corporation which purports to have been incorporated or reincorporated under this subchapter but which has not complied with all of the requirements for legal corporate existence may nevertheless file a certificate of dissolution in the same manner as a validly existing corporation.
(2) The certificate of dissolution, in such a case, may be authorized by a majority of the incorporators or directors at a meeting called by any incorporator upon ten (10) days' notice mailed to the last known post office address of each incorporator or director and held at the principal office of the corporation named in the articles of incorporation.