§ 10-33-97 — Voluntary dissolution by incorporators

1. If the first board has not been named in the articles, designated or appointed pursuant
to the articles, or elected under section 10-33-25, a corporation may be dissolved by
the incorporators as provided in this section.
2. A majority of the incorporators shall sign articles of dissolution containing:
a. The name of the corporation;
b. The date of incorporation;

c. A statement that the first board has not been:
(1) Named in the articles;
(2) Designated or appointed pursuant to the articles; or
(3) Elected at an organizational meeting;
d. A statement that no debts remain unpaid; and
e. A statement:
(1) That notice to the attorney general required by section 10-33-122 has been
given and the waiting period:
(a) Has expired; or
(b) Has been waived by the attorney general; or
(2) That section 10-33-122 is not applicable.
3. The articles of dissolution must be filed with the secretary of state together with the
fees provided in section 10-33-140.
4. When the articles of dissolution have been filed with the secretary of state, the
corporation is dissolved.
5. The secretary of state shall issue to the dissolved corporation a certificate of
dissolution that contains:
a. The name of the corporation;
b. The date the articles of dissolution were filed with the secretary of state; and
c. A statement that the corporation is dissolved.