Search OpenLegislation Statutes

This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
Procedure after dissolution
Business Corporation (BSC) CHAPTER 4, ARTICLE 10
§ 1005. Procedure after dissolution.

(a) After dissolution:

(1) The corporation shall carry on no business except for the purpose
of winding up its affairs.

(2) The corporation shall proceed to wind up its affairs, with power
to fulfill or discharge its contracts, collect its assets, sell its
assets for cash at public or private sale, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its

(3) After paying or adequately providing for the payment of its

(A) The corporation, if authorized at a meeting of shareholders by a
majority of the votes of all outstanding shares entitled to vote thereon
may sell its remaining assets, or any part thereof, for shares, bonds or
other securities or partly for cash and partly for shares, bonds or
other securities, and distribute the same among the shareholders
according to their respective rights. In the case of a sale under this
subparagraph where the consideration is in whole or in part other than
cash, any shareholder, entitled to vote thereon, who does not vote for
or consent in writing to such sale, shall, subject to and by complying
with the provisions of section 623 (Procedure to enforce shareholder's
right to receive payment for shares), have the right to receive payment
for his shares. Section 909 (Sale, lease, exchange or other disposition
of assets) is not applicable to a sale of assets under this paragraph.

(B) The corporation, whether or not it has made a sale under
subparagraph (A), may distribute any remaining assets, in cash or in
kind or partly each, among its shareholders according to their
respective rights.

(b) When there are no shareholders, upon dissolution all subscriptions
for shares shall be cancelled and all obligations of the corporation to
issue shares or of the subscribers to pay their subscriptions shall
terminate, except for such payments as may be required to enable the
corporation to pay its liabilities.

(c) Upon the winding up of the affairs of the corporation, any assets
distributable to a creditor or shareholder who is unknown or cannot be
found, or who is under disability and for whom there is no legal
representative, shall be paid to the state comptroller as abandoned
property within six months from the date fixed for the payment of the
final liquidating distribution, and be subject to the provisions of the
abandoned property law.