Fill and Sign the Section 271b14 050 Effect of Dissolution Ky Rev Stat Form

CORPORATE DISSOLUTION KENTUCKY Electronic Version STATUTORY REFERENCE KENTUCKY REVISED STATUTES, §§ 271B.010 through 271B.400 INTRODUCTORY NOTES AND LAW SUMMARY A Kentucky corporation may be dissolved in three different ways: voluntarily, administratively, or judicially. This form packet deals ONLY with the voluntary dissolution of a Kentucky corporation. If a corporation that has not issued shares or has not commenced business, a majority of the incorporators or initial directors of may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) Either: (a) That none of the corporation's shares has been issued; or (b) That the corporation has not commenced business; (4) That no debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) That a majority of the incorporators or initial directors authorized the dissolution. Additionally, a corpora tion's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: (a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that becau se of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (b) The shareholders entitled to vote must approve the proposal to dissolve. The board o f directors may condition its submission of the proposal for dissolution on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with KRS 271B.7 -050. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Unless the articles of incorporation or the board of directors require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all votes entitled to be cast on that proposal. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing an original and three (3) exact or conformed copies of articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If dissolution was approved by the shareholders: 1. The number of votes entitled to be cast on the proposal to dissolve; and 2. Either the total number of votes cast for and against dissolution or the (a) The total number of undisputed votes cast for dissolution and a statement that (b) The number cast for dissolution was sufficient for approval; and (d) If voting by voting groups was required, the information required must be separately provided for ea ch voting group entitled to vote separately on the plan to dissolve. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business except tha t appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind to its shareholders; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property among its shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. Di ssolution of a corporation does not: (a) Transfer title to the corporation's property; (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (c) Subj ect its directors or officers to standards of conduct different from those prescribed by law; (d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors o r officers or both; or change provisions for amending its bylaws; (e) Prevent commencement of a proceeding by or against the corporation in its corporate name; (f) Abate or suspend a proceeding pending by or against the corporation on the (d) effect ive date of dissolution; (g) Terminate the authority of the registered agent of the corporation; or (h) Alter the obligations and responsibilities of the corporation as prescribed by applicable federal or state law with regard to the filing or examinat ion of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns. A dissolved corporation may dispose of the known claims against it by following the statutory procedure. The dissolved corporation must notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim m ay be sent; (c) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is barred: (a) If a claimant who was given written notice does not deliver the claim to the dissolved corporation by the deadline; (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice. A "claim" does not include a contingent liability, a claim based on an event occurring after the effective date of dissolution or any liability to Kentucky or to the United States for any state or federal tax liability. A dissolved corporation may also publish notice of its dissolution and request that persons with claim s against the corporation present them in accordance with the notice. The notice must: (a) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its regis tered office) is or was last located; (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (c) State that a claim against the corporation will be barred unless a proceeding to enfo rce the claim is commenced within two (2) years after the publication of the notice. If the dissolved corporation publishes a newspaper notice in accordance with statutory provisions, the claim of each of the following claimants is barred unless the claim ant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (a) A claimant who did not receive written notice under KRS 271B.14 -060; (b) A claimant whose cla im was timely sent to the dissolved corporation but not acted on; and (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against the dissolved corporation to the extent of its undistributed assets or, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less. A shareholder's total liability for all claims under this section must not exceed the total amount of assets distributed to that shareholder. 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 must be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekee ping. STEPS TO DISSOLVE A KENTUCKY CORPORATION Step 1: If the corporation has not issued stock or has not commenced business, then this form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 2.): SEE FORM 1 - ARTICLES OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the corporation was formed. 3. Indicate whether the dissolution is by action of the directors or the incorporator(s). 4. There is nothing to add to this section. 5. There is nothing to add to this section. 6. There is nothing to add to this section. 8. Have each incorporator or a director sign (as appropriate) and date the Articles. 9. The filing fee is $40.00. 10. File the original and three exact copies of the Articles. Mail the original and three copies of the ARTICLES OF DISSOLUTION and the $40.00 filing fee to the address on the form. A transmittal letter is included in this package for your use. SEE FORM A - TR ANSMITTAL LETTER Step 2: If the corporation has issued stock or has commenced business, h ave the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM B - RESOLUTION OF DIRECTORS Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM C - NOTICE OF SPECIAL MEETING At the special Meeting the shareholders must approve the resolution. See Introductory Notes. In the alternative, the shareholders ca n sign a Written Consent. SEE FORM D - WRITTEN CONSENT OF SHAREHOLDERS Step 3: SEE FORM 2 - ARTICLES OF DISSOLUTION Instructions to complete the Notice of Dissolution: 1. Provide the name of the corporation. 2. Provide the date on which the corporation was formed. 3. Provided the date on which the dissolution was authorized. 4. Indicate whether the dissolution was approved by the written consent of the shareholders OR the vote of the shareholders. Provide the requested information concerning the shares of the corporation and the results of the vote. 5. Indicate whether the obligations of the corporation have been satisfied OR if there were insufficient assets to satisfy those obligations. 6. Indicate whether the remainder of the property of the corporation has been distributed to the shareholders OR if there was no property to distribute. 7. Indicate the results of the shareholders' votes on the Board's resolution to dissolve the corporation. 8. Date the Art icles and have an officer sign and provide his/her title. 9. The filing fee is $40.00. Mail the original and three copies of the ARTICLES OF DISSOLUTION and the $40.00 filing fee to the address on the form. A transmittal letter is included in this pack age for your use. SEE FORM A - TRANSMITTAL LETTER Step 3: Complete the winding up process as set out above in the Introductory Notes. SEE FORM 3 - NOTICE TO CLAIMANTS SEE FORM 4 - NOTICE FOR PUBLICATION NOTE: This Notice must be published once in a newspaper of general circulation in the county where the corporation's principal office, or, if none in Kentucky, its registered office is or was last located. Disclaimer: If you are not an attorney, you ar e advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warrant y of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ _____________ _______________________ ____________________________________ ____________________________________ Date Office of the Secretary of State 700 Capitol Avenue Room 154, State Capitol PO Box 718 Frankfort, KY 40602 Re: __________________________ Dear Sir: Enclosed please find the original and three copies of Articles of Dissolution for ______________________________________________, a Kentucky corporation. Please file this document and provide a "filed" copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ ______________________________________________________________________ _______ Thank you in advance for your assistance. Yours very truly, FORM B RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A KENTUCKY CORPORATION The undersigned, being all the members of _______________________________________, a Kentucky corporation, hereby resolve to dissolve and consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM C NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _________________________________ ______ Pursuant to the By -Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Kentucky corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to se ek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directo rs, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM D WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Kentucky corporation, hereby consent to the dissol ution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION (prior to starting business or issuing shares) http://www.uslegalforms.com/dissolution/KY/KY -Diss -initial .pdf Follow the instructions on the form. FORM 2 ARTICLES OF DISSOLUTION (after commencing business) http://www.uslegalforms.com/dissolution/KY/KY -Diss.pdf Follow the instructions on the form. FORM 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Kentucky corporation, filed Articles of Dissolution with the Secretary of State. You may be able t o assert a claim against the corporation. If you have a claim, describe that claim in detail: ______________________________________________________________________________ ______________________________________________________________________________ ____ __________________________________________________________________________ ______________________________________________________________________________ Your claim must be received by __________________________________________________ (this can be no less than 120 days from the date of this notice). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ _____________________________ _________________________________________________ YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR CLAIM IS NOT RECEIVED BY THE DEADLINE. Name of Corporation: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE FOR PUBLICATION NOTICE TO CLAIMANTS You are hereby notified that on the _____d ay of _____________________________, 20 _____, __________________________________________________________________, a Kentucky corporation, filed a Notice of Dissolution with the Secretary of State. You may be able to assert a claim against the corporation . If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below. Claims must be sent to: ______________________________________________________________________________ __________________________________________ ____________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN 2 YEARS AFTER THE PUBLICATION OF THIS NOTICE. Name of Corporation: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Kentucky corporation, rejected all o r part of the claim you submitted to the company. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ___________________________________________________________________________ ___ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _________________ _____________________________________________________________ ______________________________________________________________________________ Name of Corporation: _______________________________________________ By: ________________________________________ _________________________________ Title: ___________________________________ Date: _______________________________