Indiana § 8-1-17-25 - Dissolution of corporation; articles of dissolution; relinquishment of certificate of territorial authority; disposition of assets

§ 8-1-17-25. Dissolution of corporation; articles of dissolution; relinquishment of certificate of territorial authority; disposition of assets

Sec. 25. (a) Any cooperative corporation may dissolve by filing in the office of the secretary of state articles of dissolution entitled and endorsed "Articles of Dissolution of __________" (the blank space being filled in with the name of the cooperative corporation). The articles of dissolution shall state the following:

(1) The name of the cooperative corporation, and if the cooperative corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original cooperative corporations.

(2) The date of filing of the articles of incorporation in the office of secretary of state and, if the cooperative corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the articles of incorporation of the original cooperative corporations were filed in the office of secretary of state.

(3) That the cooperative corporation elects to dissolve.

(4) The name and post office address of each of its directors, and the name, title, and post office address of each of its officers.

The articles shall be subscribed and acknowledged by the appropriate officers of the cooperative corporation who shall make and annex an affidavit stating that they have been authorized to execute and file the articles by a resolution duly adopted by the members of the cooperative corporation at a meeting duly called and held as provided in section 9 of this chapter. Articles of dissolution or a certified copy or copies of the articles shall be filed in the same places as original articles of incorporation. If the dissolving corporation is a local cooperative corporation, any certificate of territorial authority issued under IC 8-1-32.5 shall be relinquished, and the appropriate officers of the corporation shall notify the commission of the relinquishment under IC 8-1-32.5-12(5).

(b) Upon the filings required by subsection (a), the cooperative corporation is dissolved. However, the cooperative corporation shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities and obligations of the cooperative corporation have been satisfied and discharged shall be refunded pro rata to the patrons, their assignees, personal representatives, heirs, or legatees, who have paid for communications service rendered by the cooperative corporation within the five (5) year period immediately preceding the dissolution. Any assets not refunded within the two (2) year period after the dissolution is completed shall pass to and become the property of the state.

Formerly: Acts 1951, c.193, s.26. As amended by P.L.59-1984, SEC.84; P.L.145-1999, SEC.6 and P.L.198-1999, SEC.8; P.L.27-2006, SEC.51; P.L.81-2020, SEC.14.