§ 10-33-102 — Dissolution procedure for corporations that do not give notice to creditors and claimants

and claimants.
When a notice of intent to dissolve has been filed with the secretary of state and the
attorney general, if applicable, and the corporation has elected not to give notice to creditors
and claimants in the manner provided in section 10-33-101:
1. Articles of dissolution for a corporation that has not given notice to creditors and
claimants in the manner provided in section 10-33-101:

a. Must be filed with the secretary of state after compliance with section 10-33-122,
if applicable, and:
(1) The payment of claims of all known creditors and claimants has been made
or provided for; or
(2) At least two years have elapsed from the date of filing the notice of intent to
dissolve.
b. Must state:
(1) If the articles of dissolution are being filed pursuant to paragraph 1 of
subdivision a, that all known debts, obligations, and liabilities of the
corporation have been paid and discharged or that adequate provision has
been made for payment or discharge;
(2) That the remaining property, assets, and claims of the corporation have
been distributed in accordance with section 10-33-105, or that adequate
provision has been made for that distribution; and
(3) There are no pending legal, administrative, or arbitration proceedings by or
against the corporation, or that adequate provision has been made for the
satisfaction of any judgment, order, or decree that may be entered against it
in a pending proceeding.
2. With respect to claims against corporations that do not give notice to creditors and
claimants under section 10-33-101:
a. If a corporation has paid or provided for all known creditors or claimants at the
time articles of dissolution are filed, a creditor or claimant who does not file a
claim or pursue a remedy, in a legal, administrative, or arbitration proceeding
within two years after the date of filing the notice of intent to dissolve is barred
from suing on that claim or otherwise realizing upon or enforcing it.
b. If the corporation has not paid or provided for all known creditors and claimants at
the time articles of dissolution are filed, a person who does not file a claim or
pursue a remedy in a legal, administrative, or arbitration proceeding within two
years after the date of filing the notice of intent to dissolve is barred from suing on
that claim or otherwise realizing upon or enforcing it, except as provided in
section 10-33-115.