Download as PDF
273.300 Voluntary dissolution.
A corporation may dissolve and wind up its affairs in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a
resolution recommending that the corporation be dissolved, and directing that the
question of such dissolution be submitted to a vote at a meeting of members entitled
to vote thereon, which may be either an annual or a special meeting. Written notice
stating that the purpose, or one of the purposes, of such meeting is to consider the
advisability of dissolving the corporation, shall be given to each member entitled to
vote at such meeting, within the time and in the manner provided in KRS 273.161
to 273.390 for the giving of notice of meetings of members. A resolution to dissolve
the corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes
which members present at such meeting or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote thereon, the dissolution of
the corporation shall be authorized at a meeting of the board of directors upon the
adoption of a resolution to dissolve by the vote of a majority of the directors in
office.
(3) Upon the adoption of such resolution by the members, or by the board of directors if
there are no members or no members entitled to vote thereon, the corporation shall
cease to conduct its affairs except insofar as may be necessary for the winding up
thereof, shall immediately cause a notice of the proposed dissolution to be mailed to
each known creditor of the corporation, and shall proceed to collect its assets and
apply and distribute them as provided in KRS 273.161 to 273.390.
History: Created 1968 Ky. Acts ch. 165, sec. 44.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.