§ 7-1.2-1302. Voluntary dissolution by consent of shareholders. (a) A corporation may be voluntarily dissolved by the written consent of all of its shareholders entitled to vote thereon.

(b) Upon the adoption of the resolution:

(1) The corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation.

(2) The corporation shall proceed to collect its assets, sell or otherwise dispose of those of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the corporation distributes the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.

(3) The corporation, at any time during the liquidation of its business and affairs, may apply to a court of competent jurisdiction within the state and county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in this chapter.

(c) Upon the completion of the actions set forth in subsection (b) of this section, the corporation shall execute and file articles of dissolution in accordance with the provisions of §§ 7-1.2-1308 and 7-1.2-1309.

History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2007, ch. 98, § 1; P.L. 2007, ch. 107, § 1.)