§ 7-6-54 - Articles of dissolution. - Rhode Island Statutes

SECTION 7-6-54

   § 7-6-54  Articles of dissolution. –If voluntary dissolution proceedings have not been revoked, then when alldebts, liabilities, and obligations of the corporation have been paid anddischarged, or adequate provision has been made for them, and all of theremaining property and assets of the corporation have been transferred,conveyed, or distributed in accordance with the provisions of this chapter,articles of dissolution shall be executed in duplicate by the corporation byits president or a vice president, and by its secretary or an assistantsecretary, and shall set forth:

   (1) The name of the corporation.

   (2) If there are members entitled to vote on the dissolution:

   (i) A statement setting forth the date of the meeting ofmembers at which the resolution to dissolve was adopted, that a quorum waspresent at the meeting, and that the resolution received at least a majority ofthe votes which members present at the meeting or represented by proxy wereentitled to cast; or

   (ii) A statement that the resolution was adopted by a consentin writing signed by all members entitled to vote on it.

   (3) If there are no members, or no members entitled to voteon the dissolution, a statement of the fact, the date of the meeting of theboard of directors at which the resolution to dissolve was adopted and astatement of the fact that the resolution received the vote of a majority ofthe directors in office.

   (4) That all debts, obligations, and liabilities of thecorporation have been paid and discharged or that adequate provision has beenmade for their payment.

   (5) A copy of the plan of distribution as adopted by thecorporation, or a statement that no plan was adopted.

   (6) That all the remaining property and assets of thecorporation have been transferred, conveyed, or distributed in accordance withthe provisions of this chapter.

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