10-11401. Dissolution by incorporators or
directors and third persons
A. A majority of the incorporators or initial directors of a corporation that has
not commenced activities or the board of directors of a corporation that has no members
or has no members entitled to vote on dissolution or that has not commenced activities
may dissolve the corporation by delivering to the commission for filing articles of
dissolution. An incorporator or a director, whose signature shall be acknowledged, shall
execute the articles of dissolution, and the articles shall set forth all of the
following:
1. The name of the corporation.
2. The date of its incorporation.
3. Either:
(a) That the corporation has no members.
(b) That the corporation has no members entitled to vote on dissolution.
(c) That the corporation has not commenced activities.
4. That the dissolution was duly authorized by act of the board of directors or a
majority of the incorporators or initial directors and, if required by section 10-11030,
act of any other persons.
B. The board of directors, incorporators or initial directors in approving the
dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held
by the corporation will be distributed after all creditors have been paid.
C. Authorization of dissolution pursuant to this section shall require the approval
in writing by any person or persons whose approval is required for dissolution.
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