A corporation may be voluntarily dissolved by the written consent of all of its shareholders. Upon the execution of the written consent, a statement of intent to dissolve shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. the names and respective addresses of its officers;
C. the names and respective addresses of its directors;
D. a copy of the written consent signed by all shareholders of the corporation; and
E. a statement that the written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys in fact authorized to consent on their behalf.
History: 1953 Comp., § 51-29-2, enacted by Laws 1967, ch. 81, § 80; 2001, ch. 200, § 59.
ANNOTATIONSCompiler's notes. — This section is derived from Section 83 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, in Subsection A, deleted "in duplicate" following "shall be executed", substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles"; and substituted "in fact thereunto duly authorized" for "in fact authorized to consent on their behalf".
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2736, 2748, 2750 to 2753, 2786.
Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.
19 C.J.S. Corporations §§ 837 to 839.