Also known as: article of dissolution · articles of dissolutions · dissolution articles
Written by attorneys · grounded in primary & secondary sources — see below
A formal document delivered to the secretary of state for filing that sets forth the corporation's name, date of incorporation, a statement that no shares have been issued or business commenced, confirmation that no debts remain unpaid or adequate provision has been made for them, and authorization by a majority of incorporators or initial directors.
Amber Alonzo and Alice Atkins formed Artemis Logistics as incorporators and initial directors. The company opened a bank account but issued no shares, obtained no licenses, and never commenced operations. After closing the account with no debts, a majority of the incorporators authorized dissolution and delivered articles of dissolution containing the required statements to the secretary of state.
Anthony Arnold and Alexandra Armstrong formed Aurora Biotech but never issued shares or began business. They prepared articles of dissolution reciting the statutory requirements and delivered the documents along with the required filing fee to the secretary of state to complete the dissolution.
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The articles must include the corporation's full legal name, the date of incorporation, a statement that no shares have been issued or business commenced, confirmation that no debts remain unpaid or adequate provision has been made, and a statement that a majority of incorporators or initial directors authorized the dissolution.
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A majority of incorporators or initial directors may use the procedure when the corporation has not issued shares or has not commenced business, provided no debts remain unpaid or adequate provision has been made for them.
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Yes. Customer deposits create unpaid debts that must be resolved before incorporators can truthfully state in the articles that no debts remain unpaid.
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