47-26-9. Articles of dissolution--Time for adoption--Contents.

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, an original articles of dissolution shall be executed by the chairman of its board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary, which statement shall set forth:

(1)    The name of the corporation;

(2)    If there are members entitled to vote thereon:

(a)    A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(b)    A statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(3)    If there are no members or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office;

(4)    That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;

(5)    A copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was so adopted;

(6)    That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and

(7)    That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

Source: SL 1965, ch 24, § 51; SL 1989, ch 393, § 29; SL 2012, ch 222, § 7.