279.180 Dissolution.

290 words·~1 min read·/ky/chapter-279/279-180

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Any corporation formed under this chapter may be dissolved by filing articles of

dissolution, which shall be entitled and indorsed "Articles of Dissolution of ...." and

shall state:

(a)The name of the corporation and, if it is a consolidated corporation, the names

of the original corporations;

(b)The date of filing of the articles of incorporation and, if the corporation is a

consolidated corporation, the dates on which the articles of incorporation of

the original corporations were filed;

(c)That the corporation elects to dissolve; and

(d)The name and post office address of each of its directors, and the name, title

and post office address of each of its officers.

(2)The articles of dissolution shall be subscribed and acknowledged in the same

manner as original articles of incorporation, by the president or a vice president and

the secretary or an assistant secretary, who shall make and attach an affidavit stating

that they have been authorized to execute and file the articles by a majority vote of

all of the members.

(3)Articles of dissolution shall be filed, recorded and approved in the same manner,

and shall take effect upon approval, as is provided in KRS 279.040 for articles of

incorporation.

(4)The corporation filing articles of dissolution shall continue in existence for the

purpose of paying, satisfying and discharging any existing liabilities or obligations

and collecting or liquidating its assets, and doing all other acts required to adjust

and wind up its business and affairs and may sue and be sued, contract and be

contracted with in its corporate name. Any assets remaining after the liabilities and

obligations of the corporation have been satisfied or discharged shall be ratably

distributed to the members of the corporation.