§ 15-4-927 - Dissolution. - Arkansas Statutes

15-4-927. Dissolution.

(a) (1) Any corporation organized under this subchapter may dissolve after the:

(A) Payment in full and cancellation of all its bonds and other obligations issued under the provisions of this subchapter; or

(B) Deposit in trust with the respective trustees designated in any deeds of trust given to secure the payment of any such obligations of a sum of money sufficient for the purpose.

(2) Dissolution may be effected by the vote of a majority of the common stock of the corporation, represented in person or by proxy, at any regular meeting or at any special meeting of the holders of the common stock of the corporation called for that purpose.

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

(c) The certificate of dissolution shall be executed, acknowledged, and filed and recorded in the same manner as the original articles of incorporation. As soon as the Bank Commissioner shall have accepted and endorsed on the certificate of dissolution his or her approval thereof, the corporation shall be deemed to be dissolved.

(d) (1) 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.

(2) (A) Any assets remaining after all liabilities or other obligations of the corporation have been satisfied or discharged shall be distributed pro rata first among the then-holders, if any, of the preferred stock of the corporation.

(B) Upon the retirement of the preferred stock of the corporation, if any, at par, any remaining assets of the corporation shall be distributed next, pro rata, among the then-holders of the common stock of the corporation.

(C) Upon the retirement of the common stock of the corporation at par, all remaining assets of the corporation shall be paid into the State Treasury.