Indiana Code 8-1-17-25. Dissolution of corporation; articles of dissolution; relinquishment of certificate of territorial authority; disposition of assets
(1) The name of the cooperative corporation, and if the cooperative corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original cooperative corporations.
Terms Used In Indiana Code 8-1-17-25
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- commission: refers to the Indiana utility regulatory commission. See Indiana Code 8-1-1-1
- communications: means construction, engineering, financial, accounting, or educational services incidental to communications service. See Indiana Code 8-1-17-3
- Cooperative corporation: means a corporation formed under this chapter. See Indiana Code 8-1-17-3
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Local cooperative corporation: means a cooperative corporation formed to render communications services within Indiana. See Indiana Code 8-1-17-3
- Obligations: includes negotiable bonds, notes, debentures, interim certificates or receipts, and other evidences of indebtedness, either issued or the payment of which is assumed by a cooperative corporation. See Indiana Code 8-1-17-3
- Property: includes personal and real property. See Indiana Code 1-1-4-5
- Year: means a calendar year, unless otherwise expressed. See Indiana Code 1-1-4-5
(3) That the cooperative corporation elects to dissolve.
(4) The name and post office address of each of its directors, and the name, title, and post office address of each of its officers.
The articles shall be subscribed and acknowledged by the appropriate officers of the cooperative corporation who shall make and annex an affidavit stating that they have been authorized to execute and file the articles by a resolution duly adopted by the members of the cooperative corporation at a meeting duly called and held as provided in section 9 of this chapter. Articles of dissolution or a certified copy or copies of the articles shall be filed in the same places as original articles of incorporation. If the dissolving corporation is a local cooperative corporation, any certificate of territorial authority issued under IC 8-1-32.5 shall be relinquished, and the appropriate officers of the corporation shall notify the commission of the relinquishment under IC 8-1-32.5-12(5).
(b) Upon the filings required by subsection (a), the cooperative corporation is dissolved. However, the cooperative corporation shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities and obligations of the cooperative corporation have been satisfied and discharged shall be refunded pro rata to the patrons, their assignees, personal representatives, heirs, or legatees, who have paid for communications service rendered by the cooperative corporation within the five (5) year period immediately preceding the dissolution. Any assets not refunded within the two (2) year period after the dissolution is completed shall pass to and become the property of the state.
Formerly: Acts 1951, c.193, s.26. As amended by P.L.59-1984, SEC.84; P.L.145-1999, SEC.6 and P.L.198-1999, SEC.8; P.L.27-2006, SEC.51; P.L.81-2020, SEC.14.