Revocation of voluntary dissolution

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  • (a) At any time prior to the expiration of three years following the dissolution of a corporation pursuant to the provisions of section 283 of this title, a corporation may revoke the voluntary dissolution proceeding theretofore taken by proceeding in the following manner—

    • (1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of the revocation be submitted to a vote at a special meeting of stockholders.

    • (2) Notice of the meeting, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary proceedings, shall be mailed, by first class mail to each stockholder having voting power, at least 20 days before the date fixed in the notice for the meeting.

    • (3) At the meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of all the stock having voting power.

    • (4) Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, 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 resolution adopted by the stockholders revoking the voluntary dissolution proceedings previously taken by the corporation;

      • (E) the number of shares outstanding having voting power; and

      • (F) the number of shares voted for and against the resolution, respectively.

  • (b) In lieu of the proceeding specified in subsection (a) of this section, the voluntary dissolution proceedings theretofore taken by a corporation may be revoked by proceeding in the following manner—

    • Upon the execution of a consent in writing, signed by all the stockholders having voting power, to a revocation of the voluntary dissolution proceedings previously taken by the corporation, no meeting of directors or stockholders shall be necessary, but the consent shall be filed in the office of the Lieutenant Governor, accompanied by a statement executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, setting 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 stockholders having voting power revoking the voluntary dissolution proceedings; and

    • (E) that the written consent has been signed by all stockholders of the corporation having voting power or signed in their names by their attorney or attorneys thereunto duly authorized.

  • (c) Upon the filing in the office of the Lieutenant Governor of a statement of revocation of voluntary dissolution proceedings, whether by vote of the stockholders or by unanimous written consent, the Lieutenant Governor upon being satisfied that the requirements of this section have been complied with, shall issue his certificate that the voluntary dissolution proceedings previously taken by the corporation have been revoked, and the certificate of the Lieutenant Governor shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation was maintained, and thereupon the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carry on its business.

  • (d) If, after the dissolution proceedings become effective, any other corporation organized under the laws of the United States Virgin Islands shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name which it bore when its dissolution proceedings became effective, but shall adopt and be reinstated under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this chapter, and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its dissolution proceedings became effective and the new name under which the corporation is to be reinstated.

  • (e) Nothing in this section shall be construed to terminate or affect the authority or power of the district court in any proceeding under this chapter.


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