Page:United States Statutes at Large Volume 76.djvu/333

 76 STAT. ]

PUBLIC LAW 87-569-AUG. 6, 1962 ARTICLES OF DISSOLUTION

SEC. 51. If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provisions shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this Act, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and the corporate seal shall be thereto affixed and attested by its secretary or an assistant secretary, and such statement shall set forth— (a) the name of the corporation; (b) where there are members having voting rights— (1) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting, or (2) a statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto; (c) where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office; (d) that all debts, liabilities, and obligations of the corporation have been paid and discharged or that adequate provision has been made therefor; (e) that all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this Act; (f) 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 OF ARTICLES OF DISSOLUTION

SEC. 52. (a) Duplicate originals of such articles of dissolution shall be delivered to the Commissioners. (b) If the Commissioners find that such articles of dissolution conform to law, they shall, when all fees and charges have been paid as in this Act prescribed— (1) endorse on each of such duplicate originals the word "Filed", and the month, day, and year of the filing thereof; (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; (4) deliver the certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto, to the representative of the dissolved corporation. (c) 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 members, directors, and officers as provided in this Act.

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