§ 42-64-7.3 - Voluntary dissolution of a subsidiary public corporation.
SECTION 42-64-7.3
§ 42-64-7.3 Voluntary dissolution of asubsidiary public corporation. – (a) A subsidiary public corporation may be dissolved only by approval andauthorization of the general assembly, directing the adoption of a resolutionto dissolve the subsidiary public corporation by the board of directors of theparent corporation. Upon the adoption of the resolution, a statement of intentto dissolve shall be executed in duplicate by the subsidiary public corporationby its president or a vice president and by its secretary or an assistantsecretary, which statement shall set forth:
(1) The name of the subsidiary public corporation;
(2) The names and respective addresses of its officers;
(3) The names and respective addresses of its directors;
(4) A copy of the approval and the authorization from thegeneral assembly and a copy of the resolution adopted by the board of directorsof the parent corporation authorizing the dissolution of the subsidiary publiccorporation; and
(5) If, pursuant to subsection (c), the date when thesubsidiary public corporation is to cease to carry on its business is to besubsequent to the date of the filing, the date when the corporation is to ceaseto carry on its business.
(b) Duplicate originals of the statement of intent todissolve shall be delivered to the secretary of state. If the secretary ofstate finds that the statement conforms to law, the secretary shall:
(1) Endorse on each of the duplicate originals the word"Filed," and the month, day, and year of the filing;
(2) File one of the duplicate originals in his or her office;and
(3) Return the other duplicate original to the subsidiarypublic corporation or its representative.
(c) Upon the filing by the secretary of state of a statementof intent to dissolve, or upon a later date, not more than thirty (30) daysafter the filing, as may be set forth in the statement, the subsidiary publiccorporation shall cease to carry on its business, except insofar as may benecessary for the winding up, but its corporate existence shall continue untila certificate of dissolution has been issued by the secretary of state.
(d) After the filing by the secretary of state of a statementof intent to dissolve:
(1) The subsidiary public corporation shall immediately causenotice to be mailed to each known creditor of the subsidiary publiccorporation; and
(2) The subsidiary public corporation shall proceed tocollect its assets, sell, or otherwise dispose of any of its properties thatare not to be distributed in kind to the parent corporation, pay, satisfy, anddischarge its liabilities and obligations and do all other acts required toliquidate its business and affairs, and, after paying or adequately providingfor the payment of all of its obligations, distribute the remainder of itsassets, either in cash or in kind, to the parent corporation.
(e) When all debts, liabilities, and obligations of thesubsidiary public corporation have been paid and discharged, or adequateprovision has been made, and all of the remaining property and assets of thesubsidiary public corporation have been distributed to the parent corporation,articles of dissolution shall be executed in duplicate by the subsidiary publiccorporation by its president or a vice president and by its secretary or anassistant secretary, which statement shall set forth:
(1) The name of the subsidiary public corporation;
(2) That the secretary of state has filed a statement ofintent to dissolve the subsidiary public corporation, and the date on which thestatement was filed;
(3) That all debts, obligations, and liabilities of thesubsidiary public corporation have been paid and discharged or that adequateprovision has been made for their payment or discharge;
(4) That all of the remaining property and assets of thesubsidiary public corporation have been distributed to the parent corporation;and
(5) That there are no suits pending against the subsidiarypublic corporation in any court, or that adequate provision has been made forthe satisfaction of any judgment, order, or decree which may be entered againstit in any pending suit.
(f) Duplicate originals of the articles of dissolution shallbe delivered to the secretary of state. If the secretary of state finds thatthe articles of dissolution conform to law, the secretary shall:
(i) Endorse on each of these duplicate originals the word"Filed," and the month, day, and year of the filing;
(ii) File one of these duplicate originals in his or heroffice; and
(iii) Issue a certificate of dissolution to which thesecretary shall affix the other duplicate original.
(2) The certificate of dissolution, together with theduplicate original of the articles of dissolution affixed to the certificate ofdissolution by the secretary of state, shall be returned to the representativeof the dissolved subsidiary public corporation. Upon the issuance of thecertificate of dissolution the existence of the subsidiary public corporationshall cease, except for the purpose of suits, other proceedings and appropriatecorporate action by directors and officers as provided in this section.
(g) The dissolution of a subsidiary public corporationeither: (1) by the issuance of a certificate of dissolution by the secretary ofstate, or (2) by expiration of its period of duration, shall not take away orimpair any remedy available to or against the subsidiary public corporation,its directors, or officers, for any right or claim existing, or any liabilityincurred, prior to the dissolution if any action or other proceeding by oragainst the subsidiary public corporation is commenced within two (2) yearsafter the date of the dissolution. Any action or proceeding by or against thesubsidiary public corporation may be prosecuted or defended by the subsidiarypublic corporation in its corporate name. The directors and officers shall havepower to take any corporate or other action appropriate to protect the remedy,right, or claim.
(h) The approval and authorization of the general assembly todissolve the Quonset/Davisville Management Corporation established pursuant to§ 42-64-7.1(a)(2)(i), shall be deemed to have been granted by theenactment of chapter 64.10 of this title, creating the Quonset DevelopmentCorporation, and the Quonset/Davisville Management Corporation shall bedissolved upon the establishment of the Quonset Development Corporationpursuant to the provisions of chapter 64.10 of this title.