Title 15A, Title 15A: CORPORATIONS, NONPROFIT

15A:12-13. Discontinuance of action or special proceeding An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall …

15A:12-14. Effective time of dissolution A corporation is dissolved: a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary o…

15A:12-15. Effect of dissolution a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or dischargi…

15A:12-16. Revocation of dissolution proceedings a. Dissolution proceedings commenced pursuant to section 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6, or 15A:12-7 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:1…

15A:12-17. Effect of revocation of dissolution a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection…

15A:12-18. Notice to creditors; filing claims a. At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice shall…

15A:12-19. Barring of claims of creditors a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from …

15A:12-2. Dissolution before commencing activities a. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation: (1) has not commenced activ…

15A:12-20. Disposition of rejected claims If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection c. of section 15A:12-18, the corporation or the receiver, as the …

15A:12-21. Jurisdiction of the superior court At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee of the corporation, or the corpo…

15A:12-22. Judgment of dissolution; filing copy A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State o…

15A:12-23. Dissolution upon liquidation No corporation shall be completely liquidated and all of its assets distributed unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1983, c. 127, s. 15…

15A:12-3. Dissolution without a meeting of members A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file i…

15A:12-4. Dissolution pursuant to action of board and members a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved…

15A:12-5. Dissolution pursuant to action of board If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is a…

15A:12-6. Dissolution pursuant to provision in certificate of incorporation a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will o…

15A:12-7. Dissolution upon expiration of period of duration A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an origin…

15A:12-8. Plan of dissolution and disposition of assets a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its asse…

15A:12-9. Disposition of unclaimed assets Any assets required to be distributed to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the own…