§ 23

Any corporation organized under this Act, after the payment in full and cancellation of all its bonds and other obligations issued under the provisions of this Act, or after the deposit in trust with the respective trustees designated in any deeds of trust given to secure the payment of any such obligation of a sum of money sufficient for the purpose, may dissolve by the vote of a majority of the stockholders at any regular meeting or at a special meeting called for that purpose. A certificate of dissolution shall be signed by the president or vice president and attested by the secretary, certifying to the dissolution and that they have been authorized by lawful action of the stockholders to execute and file such certificate. The certificate of dissolution shall be executed, acknowledged and filed with the Director and, when approved by him, shall be recorded in the same manner as the original articles of incorporation. When the Director has indorsed his approval on the certificate of dissolution the corporation is deemed to be dissolved. The corporation shall, however, continue for the purpose of paying, satisfying and discharging any other existing liabilities or obligations and for 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 in its corporate name. Any assets remaining after all liabilities and obligations have been satisfied shall be distributed pro rata among the stockholders of the corporation.

Legislative History

(Source: Laws 1965, p. 577.)