77-5-219 - Dissolution of corporation.
§ 77-5-219. Dissolution of corporation.
Any corporation created under the provisions of this article may be dissolved by filing, as hereinafter provided, a certificate which shall be entitled and indorsed "certificate of dissolution of ________" (the blank space being filled in with the name of the corporation) and shall state:
(a) Name of the corporation; if such corporation is a corporation resulting from a consolidation as provided in Section 77-5-217, the names of the original corporations.
(b) The date of filing of the certificate of incorporation; if such corporation is a corporation resulting from a consolidation as provided in Section 77-5-217, the dates on which the certificates of incorporation of the original corporations were filed.
(c) That the corporation elects to dissolve.
(d) The name and post-office address of each of its directors, and the name, title and post-office address of each of its officers.
Such certificate shall be subscribed and acknowledged in the same manner as an original certificate of incorporation by the president or vice-president and the secretary or an assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such certificate by the votes cast in person or by mail by a majority of the members of the corporation entitled to vote.
A certificate of dissolution and a certified copy or copies thereof shall be filed in the same places as an original certificate of incorporation and thereupon the corporation shall be deemed to be dissolved.
Such corporation shall continue for the purpose of paying, satisfying and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities or obligations of the corporation have been satisfied or discharged shall be ratably distributed to the members thereof.
Sources: Codes, 1942, § 5482; Laws, 1936, ch. 184.