1.Except as provided in subsection 7, the following corporations shall notify the attorney
general of their intent to dissolve, merge, or consolidate, or to transfer all or
substantially all of their assets:
a.A corporation that holds assets for a charitable purpose.
b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue
Code.
2.The notice must be signed on behalf of the corporation by an authorized person and
must include:
a.The purpose of the corporation that is giving the notice;
b.A list of assets owned or held by the corporation for charitable purposes;
c.A description of restricted assets and purposes for which the assets were
received;
d.A description of debts, obligations, and liabilities of the corporation;
e.A description of tangible assets being
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1. Except as provided in subsection 7, the following corporations shall notify the attorney
general of their intent to dissolve, merge, or consolidate, or to transfer all or
substantially all of their assets:
a. A corporation that holds assets for a charitable purpose.
b. A corporation that is exempt under section 501(c)(3) of the Internal Revenue
Code.
2. The notice must be signed on behalf of the corporation by an authorized person and
must include:
a. The purpose of the corporation that is giving the notice;
b. A list of assets owned or held by the corporation for charitable purposes;
c. A description of restricted assets and purposes for which the assets were
received;
d. A description of debts, obligations, and liabilities of the corporation;
e. A description of tangible assets being converted to cash and the manner in which
they will be sold;
f. Anticipated expenses of the transaction, including attorney's fees;
g. A list of persons to whom assets will be transferred, if known;
h. The purposes of persons receiving the assets; and
i. The terms, conditions, or restrictions, if any, to be imposed on the transferred
assets.
3. Subject to subsection 4, a corporation described in subsection 1 may not transfer or
convey assets as part of a dissolution, merger, or consolidation, or transfer of assets
under section 10-33-94 until forty-five days after it has given written notice to the
attorney general, unless the attorney general waives all or part of the waiting period.
4. The attorney general may extend the waiting period under subsection 3 for one
additional thirty-day period by notifying the corporation in writing of the extension. The
attorney general shall notify the secretary of state if the waiting period is extended.
5. When all or substantially all of the assets of a corporation described in subsection 1
have been transferred or conveyed following expiration or waiver of the waiting period,
the board shall deliver to the attorney general a list of persons to whom the assets
were transferred or conveyed. The list must include the addresses of each person who
received assets and show what assets the person received.
6. Failure of the attorney general to take an action with respect to a transaction under this
section does not constitute approval of the transaction and does not prevent the
attorney general from taking other action.
7. Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer
of assets to an organization exempt under section 501(c)(3) of the Internal Revenue
Code, or any successor section. A corporation that is exempt under this subsection
shall send a copy of the certificate of merger or certificate of consolidation and
incorporation to the attorney general.