§ 43-38-1007 — Articles of termination following administrative dissolution

(a) When a cooperative that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth: (1) The name of the cooperative; (2) The date that termination of cooperative existence was authorized; (3) That the resolution authorizing termination was duly adopted by the members; (4) A copy of the resolution or the written consent authorizing the termination; and (5) A statement that all the assets of the cooperative have been distributed to its creditors and members. (b) If the secretary of state finds that the articles of termination following administrative dissolution comply with the requirements of subsection (a), the secretary of state shall file the articles of termination following administrative dissolution. Upon this filing, the existence of the cooperative shall cease, except that the termination of cooperative existence shall not take away or impair any remedy to or against the cooperative or its members, directors or officers for any right or claim existing or any liability incurred, prior to the termination. Any such action or proceeding by or against the cooperative may be prosecuted or defended by the cooperative in its cooperative name. The members, directors or officers shall have the power to take such cooperative or other action as may be appropriate to protect the remedy, right or claim. (c) Sections 43-38-1003 - 43-38-1007 shall apply to the administrative dissolution of any domestic cooperative.

Legislative History

Acts 2004, ch. 534, § 32.