15A:12-1 - Methods of dissolution
15A:12-1.Ā Methods of dissolution
a.Ā A corporation may be dissolved in any one of the following ways:
(1) by action of the incorporators or trustees pursuant to section 15A:12-2;
(2) by action of the members pursuant to section 15A:12-3;
(3) by action of the board and the members pursuant to section 15A:12-4;
(4) by action of the board pursuant to section 15A:12-5;
(5) by action of the members pursuant to section 15A:12-6;
(6) by the filing of a certificate of dissolution pursuant to section 15A:12-7 upon expiration of any period of duration stated in the corporation's certificate of incorporation;
(7) by a judgment of the Superior Court in an action brought pursuant to section 15A:12-11, 15A:12-12, or 15A:14-2 or otherwise;Ā or
(8) automatically by the Secretary of State revoking a certificate of incorporation as set forth in subsection c. of section 15A:4-5.
b.Ā A corporation which has been dissolved in a proceeding pursuant to section 15A:12-11 or 15A:12-12, or which has been dissolved, or the certificateĀ of incorporation of which has been revoked, for a cause or by a method notĀ mentioned in this section, shall be subject to all the provisions of thisĀ chapter and of chapter 14, to the extent that those provisions are compatibleĀ with a court-directed dissolution, or with the statute or common law proceedingĀ pursuant to which the dissolution, or revocation is effected.
L.1983, c. 127, s. 15A:12-1, eff. Oct. 1, 1983.
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a.Ā A corporation may be dissolved in any one of the following ways:
(1) by action of the incorporators or trustees pursuant to section 15A:12-2;
(2) by action of the members pursuant to section 15A:12-3;
(3) by action of the board and the members pursuant to section 15A:12-4;
(4) by action of the board pursuant to section 15A:12-5;
(5) by action of the members pursuant to section 15A:12-6;
(6) by the filing of a certificate of dissolution pursuant to section 15A:12-7 upon expiration of any period of duration stated in the corporation's certificate of incorporation;
(7) by a judgment of the Superior Court in an action brought pursuant to section 15A:12-11, 15A:12-12, or 15A:14-2 or otherwise;Ā or
(8) automatically by the Secretary of State revoking a certificate of incorporation as set forth in subsection c. of section 15A:4-5.
b.Ā A corporation which has been dissolved in a proceeding pursuant to section 15A:12-11 or 15A:12-12, or which has been dissolved, or the certificateĀ of incorporation of which has been revoked, for a cause or by a method notĀ mentioned in this section, shall be subject to all the provisions of thisĀ chapter and of chapter 14, to the extent that those provisions are compatibleĀ with a court-directed dissolution, or with the statute or common law proceedingĀ pursuant to which the dissolution, or revocation is effected.
L.1983, c. 127, s. 15A:12-1, eff. Oct. 1, 1983.
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