Sec. 33-1176. Liquidating distribution of assets.
Sec. 33-1176. Liquidating distribution of assets. (a) The assets of a corporation
in the process of dissolution shall be applied and distributed as follows: (1) All liabilities
and other obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condition
requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
(3) assets received and held by the corporation subject to limitations permitting their
use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason
of the dissolution, shall be transferred or conveyed to one or more domestic or foreign
corporations, societies or organizations engaged in activities substantially similar to
those of the dissolving corporation, pursuant to a plan of distribution adopted as provided
in section 33-1175; (4) other assets, if any, shall be distributed pro rata among the
members of the corporation except to the extent that the certificate of incorporation
determines the distributive rights of members, or any class or classes of members, or
provides for distribution to others; and (5) any remaining assets may be distributed to
such persons, societies, organizations or domestic or foreign corporations, whether for
profit or nonprofit, as may be specified in a plan of distribution adopted as provided in
section 33-1175.
(b) No final liquidating distribution of assets shall be made by a dissolved corporation until the corporation has obtained a current statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law, acting in their respective capacities, showing, to the best of their knowledge
and belief, as of the date of such respective statements, either that such corporation has
paid all its taxes and contributions or that it was not liable for any taxes or contributions,
or that it has made adequate provisions, with such surety as shall be satisfactory to said
commissioner and said administrator, for the future payment of any of its unpaid taxes
and unpaid contributions as of the date of such respective statements. As used in this
subsection, the word "tax" means the whole, or any installment or part, of any tax,
excise, fee or license and any interest, penalty and other legal accumulation thereon,
payable to the Commissioner of Revenue Services, for which the corporation is liable
and the word "contribution" means any and all moneys payable under any provision of
the unemployment compensation law, for which the particular corporation is liable.
(P.A. 96-256, S. 121, 209; P.A. 97-246, S. 93, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make a technical change, effective
June 27, 1997.
Annotations to former section 33-151:
Balance of assets after payment of debts divided pro rata among members. 91 C. 540; 105 C. 462; 108 C. 141. Cited.
121 C. 474.
Annotations to former section 33-494:
Cited. 187 C. 128. Cited. 223 C. 436.