West Virginia Dissolution Package to Dissolve Corporation
CORPORATE DISSOLUTION
WEST VIRGINIA
STATUTORY REFERENCE
WEST VIRGINIA CODE, Chapter 31, Article I (Business and Non Profit
Corporations)
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A West Virginia corporation may be dissolved either voluntarily or judicially.ÂÂ
THIS SUMMARY PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A corporation which has not commenced business and which has not issued
any shares, may be voluntarily dissolved by its incorporators at any time.ÂÂ
Duplicate originals of the articles of dissolution shall be delivered to
the secretary of state. A corporation may also be voluntarily dissolved
by the written consent of all its shareholders or by act of the corporation
through its board of directors and shareholders.
To dissolve a corporation by act of the corporation, the board of directors
must adopt a resolution recommending that the corporation be dissolved
and directing that the question of the dissolution be submitted to a vote
at a regular or special meeting of shareholders. Written notice of
the meeting must be given to each shareholder of record entitled to vote
within the time and in the manner provided by law. The notice must
state that the purpose, or one of the purposes of the meeting is to consider
the advisability of dissolving the corporation. The resolution must
be adopted by receiving the affirmative vote of the holders of a majority
of the shares of the corporation entitled to vote thereon (unless any class
of shares is entitled to vote thereon as a class, in which event the resolution
shall be adopted upon receiving the affirmative vote of the holders of
a majority of the shares of each class of shares entitled to vote thereon
as a class and of the total shares entitled to vote thereon).
Upon the adoption of the resolution, a statement of intent to dissolve
must be executed and filed with the Secretary of State.
Upon the filing of a statement of intent to dissolve, whether by consent
of shareholders or by act of the corporation, the corporation must cease
to carry on its business, except insofar as may be necessary for the winding
up the business of the corporation. The corporationCFCbCb C"b,b"CFC"b,B CB"C"bB,C"bB"CFCbCB"C"bB,CB CFCB"CB"C"b,E!CB,CB"C"b,E>CB"CFCbCb C"b,b"CFCB"CB"C"b,E!CB,Cb&CB!CFCbCB"C"bB,CB!CFC"b,E!CbCB"CFCbCb C"b,b"CFC"b,B CB"C"bB,C"bB"CFCbCB"C"bB,CB!CFC"b,E!CbCB"CFCbCb C"b,b"CFC"b,E!CbCB"CFCbCbCB"CFCB"CB"C"b,E!CB,Cb&CB!CFC"b,E!CbCB,CFCbCB"C"bB,CB&CFC"b,E!CbCB!CFCbCb C"b,b"CFCB"CB"C"b,E!CB,Cb&CB!CFCbCB"C"bB,CB!CFC"b,E!CbCB,CFCbCb C"b,b"CFC"b,B CB"C"bB,C"bB"CFCbCB"C"bB,CB!CFC"b,E!CbCB"CFCbCb C"b,b"CFC"b,E!CbCB"CFCbCbCB"CFCB"CB"C"b,E!CB,Cb&CB!CFC"b,E!CbCB,CFCbCB"C"bB,CB&CFC"b,E!CbCB>CFCbCb C"b,b"CFCB"CB"C"b,E!CB,Cb&CB!CFCbCB"C"bB,CB!CFC"b,E!CbCB"s corporate existence
continues until a certificate of dissolution has been issued by the secretary
of state or until an order dissolving the corporation has been entered
by a court of competent jurisdiction as provided by law.
Upon the adoption of a resolution to dissolve by the members, or by
the board of directors if there are no members or no members entitled to
vote thereon, the corporation shall cease to conduct its affairs except
insofar as may be necessary for the winding up thereof. The corporation
shall immediately cause a notice of the proposed dissolution to be mailed
to each known creditor of the corporation by registered or certified mail,
return receipt requested, and the corporation shall proceed to collect
its assets and apply and distribute them as provided in this article.
The corporation must then proceed to collect its assets, convey and
dispose of such of its properties as are not to be distributed in kind
to its shareholders, pay, satisfy and discharge its liabilities and obligations
and do all other acts required to liquidate its business and affairs, and,
after paying or adequately providing for the payment of all its obligations,
distribute the remainder of its assets, either in cash or in kind, among
its shareholders according to their respective rights and interests.
Upon the voluntary or involuntary dissolution of a corporation, the
portion of the assets distributable to any creditor, shareholder, member
or person who is unknown or who cannot be found, or who is under disability
and for whom there is no person legally competent to receive such distributive
portion, shall be r educed to cash and deposited with the state treasurer
in accordance with the provisions of Article 8, Chapter 36 of the WEST
VIRGINIA CODE, and shall be paid over to such creditor, shareholder, member
or person or to his legal representative upon proof satisfactory to the
state treasurer of his right thereto.
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