West Virginia Code 31E-13-1301 – Dissolution by incorporators or initial directors
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A majority of the incorporators or initial directors of a corporation that has not commenced activities may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
Terms Used In West Virginia Code 31E-13-1301
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Member: means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws. See West Virginia Code 31E-1-150
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the members and for authenticating records of the corporation. See West Virginia Code 31E-1-150
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
(1) The name of the corporation;
(2) The date of its incorporation;
(3) That the corporation has no member entitled to vote;
(4) That the corporation has not commenced the activities for which it was incorporated;
(5) That no debt of the corporation remains unpaid;
(6) That the net assets of the corporation remaining after winding up have been distributed as required by this chapter; and
(7) That a majority of the incorporators or initial directors authorized the dissolution.