Missouri Laws 393.945 – Voluntary dissolution and windup of affairs after commencing operations
A nonprofit water company which has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company be dissolved voluntarily and after such recommendation the proposition that the company be dissolved shall be submitted to the members of the company at any annual or special meeting, the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than a majority of the members;
Terms Used In Missouri Laws 393.945
- 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.
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Heretofore: means any time previous to the day when the statute containing it takes effect. See Missouri Laws 1.020
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Property: includes real and personal property. See Missouri Laws 1.020
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020
(2) Upon such approval, a certificate of election to dissolve, designated as the certificate, shall be executed and acknowledged in duplicate on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state:
(a) The name of the nonprofit water company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number of members who voted for and against the voluntary dissolution of the company.
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The president or vice president executing the certificate shall also make and annex to such certificate an affidavit stating that the provisions of this subdivision and subdivision (1) of this section were duly complied with. Such certificate and affidavit shall be submitted to the secretary of state for filing;
(3) Upon the filing of the certificate and affidavit by the secretary of state, the company shall cease to carry on its business except as necessary for the winding up of such business, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state;
(4) After the filing of the certificate and affidavit by the secretary of state the board of directors shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant. Such notice shall be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the company is located;
(5) The board of directors shall become trustees and have full power to wind up and settle the affairs of the company and shall proceed to collect the debts owing to the company, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets either:
(a) Among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate, or, if the company shall not have been in existence for such period, during the period of its existence; or
(b) For one or more exempt purposes as provided in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or to the federal government or to the state or a local government or a political subdivision of the state for a public purpose; and
(6) (a) When all debts, liabilities and obligations of the company have been paid and discharged or adequate provision shall have been made for the payment of such debts, liabilities and obligations and all of the remaining property and assets of the company shall, pursuant to sections 393.900 to 393.951 and pursuant to the articles of incorporation of the company, have been distributed to the members pursuant to sections 393.900 to 393.951, the board of directors shall authorize the execution of articles of dissolution which shall then be executed and acknowledged on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution shall recite in the caption that they are executed pursuant to sections 393.900 to 393.951 and shall state:
a. The name of the nonprofit water company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary of state a certificate of election to dissolve and the date on which the certificate was filed by the secretary of state in the records of his office;
d. That all debts, obligations and liabilities of the company have been paid and discharged or that adequate provision has been made for the payment of such debts, obligations and liabilities;
e. That all the remaining property and assets of the company have been distributed pursuant to sections 393.900 to 393.951 and the articles of incorporation of the company; and
f. That there are no actions or suits pending against the company.
(b) The president or vice president executing the articles of dissolution shall also make and annex to such articles an affidavit stating that the provisions of this section were duly complied with.
(c) Such articles of dissolution and affidavit, accompanied by proof of the publication required in this section, shall be submitted to the secretary of state for filing.