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PUBLIC LAW 3 8 9 - J U N E 8, 1954

[68 S T A T.

ARTICLES o r DISSOLUTION

SEC. 86. When all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or an assistant secretary which shall set forth— (a) The name of the corporation. (b) That the corporation has theretofore filed with the Commissioners a statement of intent to dissolve, and the date on which such statement was filed. (c) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor. (d) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests. (e) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit. F I L I N G o r ARTICLES OF DISSOLUTION

SEC. 87. (a) Duplicate originals of such articles of dissolution shall be delivered to the Commissioners. If the Commissioners find that such articles of dissolution conform to law, they shall, when all fees have been paid as in this Act prescribed— (1) endorse on each such duplicate original the word "Filed", and the month, day, and year of the filing thereof; '1 (2) file one of such duplicate originals in their office; (3) issue a certificate of dissolution, to which they shall affix the other duplicate original, (b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto, shall be recorded in the office of the Recorder of Deeds. Upon the issuance of such certificate of dissolution the existence of the corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in this Act. I N VOLUNTARY DISSOLUTION

SEC. 88. A corporation may be dissolved involuntarily by a decree of a court of equity in an action instituted by the Commissioners in the name of the District of Columbia, when it is made to appear to the court that— (a) The franchise of the corporation was procured through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it by this Act; or (c) The corporation has failed for thirty days to appoint and maintain a registered agent as provided in this Act; or (d) The corporation has failed for thirty days after change of its registered office or registered agent to file with the Commissioners a statement of such change.

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