West Virginia Code Chapter 31D Article 14 Dissolution

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 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.

FORM 1 - ARTICLES OF DISSOLUTION

Provide the exact name of the corporation.

Provide the date the certificate of incorporation for the corporation was issued.

Provide the mailing address to which correspondence relating to the dissolution should be addressed.

Street Address

City, State, ZIP

Check the applicable statement:

None of the corporation's shares has been issued

The corporation has not commenced business

Statement confirming no debt remains unpaid.

Statement regarding net assets distributed to shareholders, if shares were issued.

Authorization statement by incorporators or initial directors.

Names of incorporators / initial directors

Contact info

FORM 2 - SAMPLE TRANSMITTAL LETTER

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

RESOLVED by the Directors of the Corporation as follows:

Dated this the day of , 20.

FORM 4 - NOTICE OF SPECIAL MEETING

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

Meeting date and time

Meeting location

Secretary signature

FORM 5 - RESOLUTION OF INTENT TO DISSOLVE

OF

No. Shares Outstanding:

No. Shares For Resolution:

No. Shares Against Resolution:

Officer entries

FORM 6 - WRITTEN CONSENT OF THE STOCKHOLDERS

OF

Shareholder consents

FORM 7 - ARTICLES OF DISSOLUTION

Exact corporation name

Date dissolution was authorized

Mailing address for correspondence

If applicable, shareholder approval statement included

Contact info

FORM 8 - NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS

Notice of intent to voluntarily dissolve a corporation and a request for claims

Claims mailing address

Claim deadline

Date of notice

By / Name and Title

FORM 9 - NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS (For Publication)

Claims mailing address for publication notice

Publication deadline

Date of notice

By / Name and Title

Special note and disclaimer sections preserved as paragraph text from the PDF.

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.

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