Title 47 — CORPORATIONS

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its…

Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) Subject its directors or officer…

A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing addres…

A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under § 47-1A-1406 does not deliver the claim to the dissolved corporation by the deadline; or (2) If a claimant whose claim was rejected by the dissolved corporation does not comm…

For purposes of §§ 47-1A-1406 and 47-1A-1406.1 , the term, claim, does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Source: SL 2005, ch 239 , § 320.

A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice must: (1) Be published one time in a newspaper of general circulation in the county whe…

If the dissolved corporation publishes a newspaper notice in accordance with § 47-1A-1407 , the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the public…

A claim that is not barred by § 47-1A-1406 or 47-1A-1407.1 may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) Except as provided in § 47-1A-1408.1 , if the assets have been distributed in liquidation, against a shareholder of…

A dissolved corporation that has published a notice under §§ 47-1A-1407 to 47-1A-1407.2 , inclusive, may file an application with the circuit court of the county where the dissolved corporation's principal office is located, or, if none in this state, with the circuit court of Hu…

Provision by the dissolved corporation for security in the amount and the form ordered by the court under § 47-1A-1408 shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are b…

Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. Directors of a dissolved corporation which has disposed of claims under §§ 4…

Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. Source: SL 2005, ch 239 , § 20.

Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or…

Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of sharehold…

Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporatio…

Except as provided in § 47-1A-141.2 , written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed; (3) On the date shown on the…

If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with §§ 47-1A-141 to 47-1A-141.4 , inclusive, or other provisions of this chapter, those …

For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; (3) The trustees, guardians, custod…

The Office of the Secretary of State may commence a proceeding under § 47-1A-1421 to administratively dissolve a corporation if: (1) The corporation does not pay within sixty days after they are due any filing fees or penalties imposed by this chapter or other law; (2) The corpor…

If the Office of the Secretary of State determines that one or more grounds exist under § 47-1A-1420 for dissolving a corporation, the Office of the Secretary of State shall serve the corporation with written notice of that determination. If the corporation does not correct each …

A corporation administratively dissolved under § 47-1A-1421 may apply to the Office of the Secretary of State for reinstatement any time after the effective date of dissolution. The application must: (1) Recite the name of the corporation and the effective date of its administrat…

If the Office of the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Office of the Secretary of State shall serve the corporation with a written notice that explains the reason or reasons for denial. The corporatio…

The circuit court may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it b…

Venue for a proceeding by the attorney general to dissolve a corporation lies in Hughes County. Venue for a proceeding brought by any other party named in § 47-1A-1430 lies in the county where a corporation's principal office is or was last located, or, if none in this state, in …

It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. Source: SL 2005, ch 239 , § 333.

A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of …

Within ten days of the commencement of a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities assoc…

A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proc…

If after a hearing the court determines that one or more grounds for judicial dissolution described in § 47-1A-1430 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a cert…

In a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or…

An election to purchase pursuant to §§ 47-1A-1434 to 47-1A-1434.7 , inclusive, may be filed with the court at any time within ninety days after the filing of the petition under subdivision 47-1A-1430(2) or at such later time as the court in its discretion may allow. If the electi…

If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by th…

If the parties are unable to reach an agreement as provided for in § 47-1A-1434.2 , the court, upon application of any party, shall stay the proceedings under subdivision 47-1A-1430(2) and determine the fair value of the petitioner's shares as of the day before the date on which …

Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision …

Upon entry of an order under § 47-1A-1434.2 or 47-1A-1434.4 , the court shall dismiss the petition to dissolve the corporation under § 47-1A-1430 , and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation, except the right to receive …

The purchase ordered pursuant to § 47-1A-1434.4 shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to §§ 47-1A-1402 to 47-1A-1403.1 ,…

Any payment by the corporation pursuant to an order under § 47-1A-1434.2 or 47-1A-1434.4 , other than an award of fees and expenses pursuant to § 47-1A-1434.4 , is subject to the provisions of §§ 47-1A-640 to 47-1A-640.5 , inclusive. Source: SL 2005, ch 239 , § 345.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, …

A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of this section: (1) Maintaining,…

A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. The successor to a foreign corporation that transacted business in this state without …

A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign …

A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of one thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due und…

A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Office of the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailabl…

A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Office of the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; (3) The state or country of its incorporation; or (…

A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. A foreign corporation with a valid certificate of authority ha…

If the corporate name of a foreign corporation does not satisfy the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the word, corporation, incorporate…

Except as authorized by §§ 47-1A-1506.2 and 47-1A-1506.3 , the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from: (1) The corporate name of a corporation incorporated or authorized to tran…

A foreign corporation may apply to the Office of the Secretary of State for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon the records of the Office of the Secreta…

A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation: (1) Ha…

If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive, it may not transact business in this state under the changed name until it adopts a name sat…