Kentucky Statutes 279.480 – Dissolution
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(1) Any corporation formed under KRS § 279.310 to KRS § 279.600 may be dissolved by filing articles of dissolution, which shall be entitled and indorsed “Articles of Dissolution of ….” and shall state:
(a) The name of the corporation and, if it is a consolidated corporation, the names of the original corporations.
(b) The date of filing of the articles of incorporation and, if the corporation is a consolidated corporation, the dates on which the articles of incorporation of the original corporations were filed.
(c) That the corporation elects to dissolve.
(d) The name and post office address of each of its directors, and the name, title and post office address of each of its officers.
(2) The articles of dissolution shall be subscribed and acknowledged in the same manner as original articles of incorporation, by the president or a vice president and the secretary or an assistant secretary, who shall make and attach an affidavit stating that they have been authorized to execute and file the articles by a majority vote of all the members, and shareholders.
(3) Articles of dissolution shall be filed, recorded and approved in the same manner, and shall take effect upon approval, as is provided in KRS § 279.350 for articles of incorporation.
(4) The corporation filing articles of dissolution shall continue in existence 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 and affairs, and may sue and be sued, contract and be contracted with in its corporate name. Any assets remaining after the liabilities and obligations of the corporation have been satisfied or discharged shall be ratably distributed to the shareholders, members and nonmember patrons of the corporation in accordance with the manner in which their respective rights may appear.
Effective: March 25, 1950
History: Created 1950 Ky. Acts ch. 147, sec. 18, effective March 25, 1950.
(a) The name of the corporation and, if it is a consolidated corporation, the names of the original corporations.
Terms Used In Kentucky Statutes 279.480
- 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.
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Corporation: means a profit or nonprofit corporation formed under the laws of any state or a foreign country. See Kentucky Statutes 279.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligations: means and includes negotiable bonds, notes, debentures, interim certificates or receipts and all other evidences of indebtedness either issued or the payment thereof assumed by a corporation organized under this chapter. See Kentucky Statutes 279.010
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(b) The date of filing of the articles of incorporation and, if the corporation is a consolidated corporation, the dates on which the articles of incorporation of the original corporations were filed.
(c) That the corporation elects to dissolve.
(d) The name and post office address of each of its directors, and the name, title and post office address of each of its officers.
(2) The articles of dissolution shall be subscribed and acknowledged in the same manner as original articles of incorporation, by the president or a vice president and the secretary or an assistant secretary, who shall make and attach an affidavit stating that they have been authorized to execute and file the articles by a majority vote of all the members, and shareholders.
(3) Articles of dissolution shall be filed, recorded and approved in the same manner, and shall take effect upon approval, as is provided in KRS § 279.350 for articles of incorporation.
(4) The corporation filing articles of dissolution shall continue in existence 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 and affairs, and may sue and be sued, contract and be contracted with in its corporate name. Any assets remaining after the liabilities and obligations of the corporation have been satisfied or discharged shall be ratably distributed to the shareholders, members and nonmember patrons of the corporation in accordance with the manner in which their respective rights may appear.
Effective: March 25, 1950
History: Created 1950 Ky. Acts ch. 147, sec. 18, effective March 25, 1950.