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273.313 Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then when all debts,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 KRS 273.161 to 273.390, articles of
dissolution shall be delivered to the Secretary of State for filing and shall set forth:
(1) The name of the corporation.
(2) If there are members entitled to vote thereon:
(a) 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 (2/3) of the
votes which members present at such meeting or represented by proxy
were entitled to cast; or
(b) A statement that such resolution was adopted by a consent in writing
signed by all members entitled to vote with respect thereto.
(3) If there are no members, or no members entitled to vote thereon, 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.
(4) That all debts, obligations, and liabilities of the corporation have been paid and
discharged or that adequate provision has been made therefor.
(5) A copy of the plan of distribution, if any, as adopted by the corporation, or a
statement that no plan was so adopted.
(6) That all the remaining property and assets of the corporation have been
transferred, conveyed or distributed in accordance with the provisions of KRS
273.161 to 273.390.
(7) 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.
(8) Upon the filing of articles of dissolution with the Secretary of State, 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 by law.
Effective:January 1, 1989
History: Amended 1988 Ky. Acts ch. 23, sec. 207, effective January 1, 1989. -Created 1968 Ky. Acts ch. 165, sec. 48.
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