Fill and Sign the West Virginia Code Chapter 31d Article 14 Dissolution Form

CORPORATE DISSOLUTION WEST VIRGINIA Electronic Version STATUTORY REFERENCE WEST VIRGINIA CODE, Chapter 31D, Article 14 (Dissolution) SELECTIONS FROM STATUTES § 31D-14-1401. Dissolution by incorporators or initial directors A majority of the incorporators, or initial directors of a corporation, that has not issued shares or has not commenced business 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.§ 31D-14-1402. Dissolution by board of directors and shareholders (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposal for dissolution on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, a greater number of shares to be present or a vote by voting groups, adoption of the proposal to dissolve requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.§ 31D-14-1403. Articles of dissolution (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation. (b) A corporation is dissolved upon the receipt by the corporation of a certificate of dissolution from the secretary of state. (c) The secretary of state shall issue a certificate of dissolution to the corporation delivering articles of dissolution upon receipt by the secretary of state of a notice from the tax commissioner and bureau of employment programs to the effect that all taxes due from the corporation under the provisions of chapter eleven [§§ 11-1-1 et seq.] of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one [§ 11-21-71], article twenty-one of chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumers sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the secretary of state received a notice from the tax commissioner or bureau of employment programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.§ 31D-14-1404. Revocation of dissolution [omitted]§ 31D-14-1405. Effect of dissolution (a) A dissolved corporation continues its corporate existence but may not carry on any business except those 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 shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) 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 officers to standards of conduct different from those prescribed in article eight [§ 31D-8-1 et seq.] of this chapter; (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) Prevent commencement of a proceeding by or against the corporation in its corporate name; (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) Terminate the authority of the registered agent of the corporation, if any.§ 31D-14-1406. Known claims against dissolved corporation (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify 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 address where a claim may be sent; (3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) State that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section 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 commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.§ 31D-14-1407. Unknown claims against dissolved corporation (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or if the corporation had no principal office in this state, in any county where it transacts its business; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, 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 five years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under section one thousand four hundred six [§ 31D-14-1406] of this article; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his or her pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her. STEPS AND GUIDELINES TO DISSOLVE A WEST VIRGINIA CORPORATION Step 1:If the corporation has NOT commenced business, follow these instructions (If the corporation has commenced business, go to Step 2 below): SEE FORM 1 – ARTICLES OF DISSOLUTION This form should be typed or printed legibly in BLACK ink.1. Provide the exact name of the corporation.2. Provide the date the certificate of incorporation for the corporation was issued.3. Provide the mailing address to which correspondence relating to the dissolution should be addressed. NOTE: Dissolution procedures may take some time. Please use an address expected to remain in use.4. There is nothing to add to this section. NOTE: All of these statements are required and must be true.Provide the names and signature of the sole incorporator or the names and signatures of a majority of the incorporators. The signatures of a majority of the incorporators must be notarized. Provide the date.File the TWO ORIGINALS OF THIS FORM. The filing fee is $25.00.Mail duplicate originals of the Articles of Dissolution and the $25.00 filing fee (make check payable to Secretary of State) to:Secretary of StateState Capitol1900 Kanawha Blvd. EastCharleston, WV 25305Tel: (304) 558-8000Fax: (304) 558-0900A cover letter to send with Articles of Dissolution is included for your use.SEE FORM 2 - TRANSMITTAL LETTERStep 2:DISSOLUTION BY CONSENT OF THE SHAREHOLDERS OR BY THE CORPORATION 1.The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. SEE FORM 3 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION2.EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation.SEE FORM 4 - NOTICE OF SPECIAL MEETING3.Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by a majority of the shareholders. When the resolution is approved, complete the Resolution of Intent to Dissolve.SEE FORM 5 – RESOLUTION OF INTENT TO DISSOLVE4.In the alternative, all of the shareholders may, without action of the Board, agree by written consent to dissolve the corporation.SEE FORM 6 - WRITTEN CONSENT OF SHAREHOLDERSStep 3:Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution.SEE FORM 7 – ARTICLES OF DISSOLUTIONThis form should be typed or printed legibly in BLACK ink.1. Provide the exact name of the corporation.2. Provide the date the dissolution was authorized.3. Provide the mailing address to which correspondence should be sent.4. Check the box, if applicable.5. [Not applicable to for-profit corporations.]6. Contact info.7. Name, signature, title and date. File TWO SIGNED ORIGINALS OF THIS FORM. The filing fee is $25.00. Mail duplicate originals of the Articles of Dissolution and the $25.00 filing fee (make check payable to Secretary of State) to:Secretary of State State Capitol1900 Kanawha Blvd. EastCharleston, WV 25305Tel: (304) 558-8000Fax: (304) 558-0900A cover letter to send with Articles of Dissolution is included for your use.SEE FORM 2 - TRANSMITTAL LETTERStep 4:Wind up the business of the corporation. Pay all debts, collect all open accounts, liquidate assets and divide the proceeds among creditors and shareholders.Step 5: Notify known creditors who you do not intend to immediately pay by using FORM 8, below.Step 6:You may publish notice of dissolution in case of any unknown creditors. Use FORM 9, below. The notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or if the corporation had no principal office in this state, in any county where it transacts its business. SPECIAL NOTE You must contact the following agencies to determine if the corporation has any reports, taxes or other payments outstanding, and complete any required filings.State Tax Department (304) 558-8613Workers' Compensation (304) 926-5000Dept. of Employment Security (304) 558-2675The annual corporate license tax is due and payable on July 1, the beginning of the fiscal year. The corporation is liable for continuing taxes, fees, penalties, interest and reports up to the date the Articles of Dissolution are filed and all past due reports and payments are complete. The Secretary of State will request, in writing, clearances from the three state departments listed above. When those clearances are received in writing, which may take as long as two years, a certificate of dissolution will be prepared and mailed to the address given on the Articles of Dissolution. * * * Disclaimer: If you are not an attorney, you are 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 warranty of fitness or any other warranty must apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM 1 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/WV/WV-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date:___________________Secretary of StateState Capitol, W-1391900 Kanawha Blvd. EastCharleston, WV 25305-0770Re: Articles of Dissolution Dear Sir:Enclosed please find duplicate originals of Articles of Dissolution and the $25.00 filing fee. Please file and provide a filed copy to me.Please contact me at the above address if you require anything further.With kindest regards, I amSincerely yours,__________________________ Signature FORM 3 RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _______________________________________________________________________, a West Virginia corporation, made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows:______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___._____________________________________ Director_____________________________________ Director_____________________________________ DirectorAttest:_____________________________________ Secretary FORM 4 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 West Virginia corporation, will be held on the ________ day of ______________, 20___ at _____________________________________________________________________________________.The purpose of the meeting is to seek shareholder 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 Directors, 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 5 RESOLUTION OF INTENT TO DISSOLVE RESOLUTION OF INTENT TO DISSOLVE OF ____________________________________________ We, the undersigned officers of the corporation hereby certify the following resolution of intent to dissolve was adopted by the affirmative vote of a majority of holders of shares of the corporation, and that the number of outstanding shares of the corporation and the vote for and against the resolution are as stated below:STATEMENT OF RESOLUTION:No. Shares Outstanding: _______________No. Shares For Resolution:_______________No. Shares Against Resolution:_______________Date Officer Name (print) Title Officer Signature__________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ _________________________________________ FORM 6 WRITTEN CONSENT OF THE STOCKHOLDERS CONSENT OF THE STOCKHOLDERS OF ______________________________________________ We, the undersigned, as shareholders of the corporation named herein or as attorneys of shareholders executing this document with their knowledge and approval and on their behalf, do hereby consent to this intent to dissolve the corporation.Date Shareholder Name (print) Shareholder Signature or Attorney Signature on Behalf of Shareholder_______________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ __________________________________________________ FORM 7 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/WV/WV-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 8 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), a West Virginia corporation with its office at ______________________________________________________________________________(address of office), have been filed with the Secretary of State in accordance with the laws of the State of West Virginia.The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim.All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date.DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 9 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS (For Publication) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), a West Virginia corporation with its office at ______________________________________________________________________________(address of office), have been filed with the Secretary of State in accordance with the laws of the State of West Virginia.The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim.All claims will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice.DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title