State - LeapLaw



|This chart provides information necessary for dissolutions in 50 states. At a glance this chart provides the correct short title and citation of the corporation statutes of 50 states, as well as form, tax clearance |

|and approval requirements. |

|For more information, if you are a LeapLaw subscriber check LeapLaw's Dissolution Best Practice Summary (). |

|LeapLaw's 50 State Reference Chart |

|Dissolution Laws, Forms and Other Information |

|State |Title |Dissolution Statute |Forms Filed |Tax Clearance |Manner of Approval |

| | | | |Yes/No | |

| |Business Corporation Act |Ala. Code § Section |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|AL | |10-2B-14.01 et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders. |

| |Alaska Business Corporation |Alaska Stat. § 10.06.005 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|AK |Act |et seq. |Certificate of Election to | |incorporators or initial directors. |

| | | |Dissolve |Must be up-to-date with all fees and |After Stock Issuance: Resolution of the board of directors and 50% of |

| | | |2 originals |taxes. |all voting shareholders. |

| | | | | |. |

| |Arizona Corporations and |ARS § 10-1401 et seq. |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

|AZ |Associations | | | |incorporators or initial directors. |

| | | |Publication Necessary | |After Stock Issuance: Resolution of the board of directors and consent |

| | | | | |of all voting shareholders; or approval of a majority of the |

| | | | | |shareholders entitled to vote at a meeting. |

| |Arkansas Business Corporation|Ark. Code Ann. § 4-26-1101|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|AR |Act |et seq. |Final Franchise Tax Report | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and consent |

| | | |File Online | |of all voting shareholders; or approval of a majority of the |

| | | | | |shareholders entitled to vote at a meeting. |

|CA |California Corporations Code |California Corporations |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| | |Code § 1900-1907 et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 50% of |

| | | | | |all voting shareholders |

|CO |Colorado Corporations and |Colo. Rev. Stat. Title |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Associations Act |7-114-101 et seq. (eff. |2 originals | |incorporators or initial directors. |

| | |7/1/2004) | | |By a board of directors’ resolution and written consent of a majority |

| | | | | |of voting shareholders. |

| |Connecticut Business |Conn. Gen. Stat. § 33-600 |Certificate of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|CT |Corporation Act |et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of directors and majority of all |

| | | | | |voting shareholders at a meeting or by written consent. |

| |Delaware General Corporation |8 Del. C. § 275 |Certificate of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Laws | | | |incorporators or initial directors. |

|DE | | | | | |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or |

| | | | | |Unanimous written consent of all shareholders entitled to vote. |

| |District of Columbia Business|D.C. Code, 2001 edition, |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|DC |Corporation Act |Title 29 Chapter 1, as | | |incorporators or initial directors (if within one year of |

| | |amended |2 originals | |incorporation). |

| | | | | | |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|FL |Florida Business Corporation |Fla. Stat. Ann. § 607.1401|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |et seq. | | |incorporators or initial directors (if within one year of |

| | | | | |incorporation). |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of at least a majority of all shareholders |

| | | | | |entitled to vote. |

|GA |Georgia Business Corporation |Ga. Code Ann. § 14-2-101 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Code |et seq. | | |incorporators or initial directors (if within one year of |

| | | | | |incorporation). |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent. |

|HI |Hawaii Revised Business |Section Ch. 414-381, |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act |Hawaii Revised Statutes | | |incorporators or initial directors (if within one year of |

| | | | | |incorporation). |

| | | | | |After Stock Issuance: Resolution of the board of directors and (not |

| | | | | |less than 3/4 if incorporated prior to July 1, 1987) all voting |

| | | | | |shareholders at a meeting or by written consent; By the written consent|

| | | | | |of all shareholders entitled to vote. |

| |Idaho Business Corporation |Idaho Code § 30-1-101 et |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

|ID |Act |seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|IL |Business Corporation Act of |805 ILCS 5/Art. 12 et seq.|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |1983 | | | |incorporators (if no directors); or majority of directors. |

| | | |2 originals |Must be up-to-date with all fees and |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | |taxes. |all voting shareholders at a meeting or written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|IN |Indiana Business Corporation |Indiana Code Title 23-1-45|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Law | | | |incorporators (if no directors); or majority of directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or written consent. |

|IA |Iowa Business Corporation Act|IC § 490.1420 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| | | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors’ resolution |

| | | | | |and written consent of at least 90% of voting shareholders. By board of|

| | | | | |directors’ resolution and a majority of shareholders the entitled to |

| | | | | |vote. |

|KS |Kansas General Corporation |KGCA § 17-6804 et seq. |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of directors and majority of all |

| | | | | |voting shareholders at a meeting or by written consent, or by unanimous|

| | | | | |written consent of all shareholders entitled to vote. |

|KY |Kentucky Business Corporation|Ky. Rev. Stat. Ann. |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |271B.14 et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|LA |Louisiana Business |LRS § 12:250 et. seq. |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Law | | | |incorporators or initial directors; or by filing an affidavit of all |

| | | | | |the shareholders or incorporators whether or not entitled to vote. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|ME |Maine Business Corporation |MRSA |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |Title 13-1401 | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of directors and majority of all |

| | | | | |voting shareholders at a meeting or by written consent; or by unanimous|

| | | | | |written consent of all shareholders entitled to vote. |

|MD |Maryland General Corporation |Maryland Corporations and |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Laws |Associations 3-401 et seq.| | |incorporators or initial directors. |

| | | | |Prior to April 15th, the following |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | |documents are also required: |all voting shareholders at a meeting or by written consent. |

| | | | |an affidavit stating that the corporation | |

| | | | |had no tangible personal property as of | |

| | | | |January 1 of the current calendar year; or| |

| | | | |Official form Report of Transfer Sale of | |

| | | | |Disposal of all Personal Property of a | |

| | | | |Business; or | |

| | | | |A Personal Property Return for the current| |

| | | | |calendar year. | |

|MA |Massachusetts General Laws |MGL Chapter 156D-14.01 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| | | | |Within thirty days of the date of vote to |incorporators or initial directors. |

| | | | |dissolve by stockholders, a notice that |After Stock Issuance: Unless otherwise provided in the Articles or |

| | | | |dissolution, duly authorized by an officer|bylaws; Recommendation by Directors; and Resolution of not less than |

| | | | |of the company must be mailed to the |the majority of all voting shareholders at a meeting or by written |

| | | | |Massachusetts Department of Revenue. |consent. |

|MI |Michigan Business Corporation|Mich. Corp. Laws Ann. |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |450.1101 et seq. | |(w/n 60 days) |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or by |

| | | | | |unanimous written consent of all shareholders entitled to vote. |

|MN |Minnesota Business |Minn. Stat. Ann. § |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act |302A.725 et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or |

| | | | | |Resolution of directors and unanimous written consent of all |

| | | | | |shareholders entitled to vote. |

|MS |Mississippi Business |Miss. Code Ann. § 79-4-14 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act |et seq. | |(unless prior to stock issue/ business |incorporators or initial directors. |

| | | | |commencement) |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; or |

| | | | | |Resolution of directors and unanimous written consent of all |

| | | | | |shareholders entitled to vote. |

|MO |General and Business |Mo. Rev. Stat. 351.462 et |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Law of Missouri |seq. | | |incorporators or initial directors. |

| | | |2 originals | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by written consent; or |

| | | | | |Resolution of directors and unanimous written consent of all |

| | | | | |shareholders entitled to vote. |

|MT |Montana Business Corporation |Mont. Code Ann. 35-1-933 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |et seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by written consent; or |

| | | | | |Resolution of directors and unanimous written consent of all |

| | | | | |shareholders entitled to vote. |

|NB |Business Corporation Act |Neb. Rev. Stat § 21-20,151|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| | |et. seq. | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by written consent; or |

| | | | | |Resolution of directors and unanimous written consent of all |

| | | | | |shareholders entitled to vote; or Unanimous consent of all |

| | | | | |shareholders. |

|NV |Private Corporations, |NRS § 78.010 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Business Corporation Act | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; |

|NH |New Hampshire Business |N.H. Rev. Stat. Ann. § |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act |293A:14.01 | |Articles of Dissolution must certify that |incorporators or initial directors. |

| | | | |notification with a copy of the Articles |After Stock Issuance: Resolution of the board of directors and majority|

| | | | |of Dissolution have been sent to NH |of all voting shareholders at a meeting or unanimous written consent. |

| | | | |Department of Revenue Administration, and | |

| | | | |remaining property may not be distributed | |

| | | | |to shareholders until corporation has | |

| | | | |obtained a Certificate of Dissolution from| |

| | | | |NH Department of Revenue Administration. | |

|NJ |New Jersey Business |N.J. Stat. Ann. § 14A-12.3|Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | |(No clearance required prior to stock |incorporators or initial directors. |

| | | |2 originals |issuance) |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or written consent. |

|NM |Business Corporation Act |NMSA. § 53-16-1 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| | | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or unanimous written consent. |

| | | | | | |

|NY |Business Corporation Law |NY Bus. Corp.Ch. 855 § |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of designees. |

| | |101-10 | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or written consent. |

| | | | | |For corporations formed after Feb 1998, Resolution of the board of |

| | | | | |directors and a majority of all voting shareholders at a meeting or |

| | | | | |written consent. |

|NC |North Carolina Business |NC Gen. Stat. § 55-1-14 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or unanimous written consent. |

|ND |North Dakota Business |N.D. Cent. Code § 10-21 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting |

| | | | | |Resolution of the board of directors and unanimous written consent of |

| | | | | |shareholders. |

|OH |General Corporation Law |Ohio Rev. Code Ann. § |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| | |1701.86 | | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting |

| | | | | |Resolution of the board of directors and unanimous written consent of |

| | | | | |shareholders. |

|OK |Oklahoma General Corporation |Okla. Stat. Title 18 ch. |Certificate of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |22 § 1094-1097 et seq. |2 originals | |incorporators or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting |

| | | | | |Resolution of the board of directors and unanimous written consent of |

| | | | | |shareholders. |

|OR |Oregon Business Corporation |Or. Rev. Stat. § 60.621 et|Articles of Dissolution |  |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |seq. | | |incorporators. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting. |

|PA |Business Corporation Law of |19 Pa.C.S. |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |1988 |Subchapter F | |(after stock issuance) |incorporators. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | |Notation |of all voting shareholders at a meeting |

| | | | | | |

| | | | | | |

|RI |Rhode Island Business |R.I. Gen. Laws § |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act |7-1.2-1301 et al. | | |incorporators. |

| | |(7/1/2005) | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by consent. |

| | | | | |Unanimous written consent of shareholders. |

|SC |South Carolina Business |S.C. Code Ann. § 33-14 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporators. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by unanimous written consent. |

| | | | | |Proposal by 10% of shareholders and 2/3 of all shareholders entitled to|

| | | | | |vote by consent or at a meeting. |

|SD |Business Corporations |S.D. Codified Laws Ann. § |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| | |47-7 et seq. | | |incorporators. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by unanimous written |

| | | | | |consent. |

|TN |Tennessee Business |Tenn. Code Ann. § 48-24 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by majority written consent.|

|TX |Texas Business Corporation |Tex. Bus. Corp. Act Art. 1|Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |ch. 11 | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting or by unanimous written consent. |

|UT |Utah Revised Business |Utah Code Ann. § 16-10a-14|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or by written consent; (if |

| | | | | |incorporated prior to 7/1/1992, consent must be unanimous) |

|VT |Vermont Business Corporation |VSA 11A § sub ch. 7 |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting; or if charter provides voting |

| | | | | |shareholders may act by written consent of less than a majority. |

| | | | | |Unanimous written consent of stockholders |

|VA |Virginia Stock Corporation |Va. Code Ann. § 13.1-742 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |et seq. | |(after stock issuance) |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting; or if charter provides voting |

| | | | | |shareholders may act by written consent of less than a majority. |

|WA |Washington Business |RCW § 23B.14 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and 2/3 of |

| | | | | |all voting shareholders at a meeting (unless charter authorizes lesser |

| | | | | |number, but not less than a majority) or by unanimous written consent. |

|WV |West Virginia Business |W. Va. Code § 31D-14 |Articles of Dissolution |Yes |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Act | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting. |

| | | | | |Written consent of all stockholders |

|WI |Wisconsin Business |Wis. Stat. 180-sub ch. XIV|Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Corporation Law | | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or unanimous written consent. |

|WY |Wyoming Business Corporation |Wyo. Stat. § 17-16-14 et |Articles of Dissolution |No |Prior to Stock Issuance or Commencing Business: Majority of |

| |Act |seq. | | |incorporator or initial directors. |

| | | | | |After Stock Issuance: Resolution of the board of directors and majority|

| | | | | |of all voting shareholders at a meeting or unanimous written consent. |

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