§ 15-4-525 - Dissolution. - Arkansas Statutes

15-4-525. Dissolution.

(a) Any corporation organized under this act, after the payment in full and cancellation of its bonds and other obligations issued under the provisions of this act or the deposit in trust with the trustee provided in the deed of trust given to secure the payment of all such obligations of a sum of money sufficient for the purpose, may dissolve by a majority vote of the members present in person or by proxy at any regular meeting or at any special meeting of its members called for that purpose.

(b) A certificate of dissolution shall be signed by the president or vice president and attested to by the secretary certifying to the dissolution and stating that they have been authorized to execute and file the certificate by vote cast in person or by proxy by a majority of the members of the corporation.

(c) A certificate of dissolution shall be executed, acknowledged, filed, and recorded in the same manner as the original articles of incorporation of a corporation organized under this act.

(d) As soon as the Secretary of State shall have accepted the certificate of dissolution for filing and issued a certificate of dissolution, the corporation shall be deemed to be dissolved.

(e) However, the corporation shall continue for the purpose of paying, satisfying, and discharging any other existing liabilities or obligations, collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name.

(f) Any assets remaining after all liabilities or other obligations of the corporation have been satisfied or discharged shall be distributed pro rata among the members of the corporation at the time of the filing of the certificate of dissolution.

(g) Any corporation which purports to have been incorporated under this act but which has not complied with all of the requirements for legal corporate existence and which does not have outstanding and unpaid any bonds or other obligations authorized to be issued under the provisions of this act, nevertheless may file a certificate of dissolution in the same manner as a validly existing corporation.

(h) The certificate of dissolution, in such case, may be authorized by a majority of the incorporators or directors at a meeting called by any incorporator upon ten (10) days' notice mailed to the last known post office address of each incorporator or director and held at the principal office of the corporation named in the articles of incorporation.