Question

Does the corporate existence dissolve upon the filing of the articles of dissolution in states following MBCA? If not, for what purpose (s) is the corporate existence extended?

Answer 1

Yes, the corporate existence will dissolve upon the filing of the article of dissolution and notice of intent to dissolve in the states following the MBCA. The article of dissolution can be filed with the secretary of the state, in each state as per the mandatory requirements of the state. After the article of dissolution is filed the corporate existence will continue but the corporate is considered a dissolved corporation. The corporate existence will continue for the purpose of winding up the corporate affairs.

Voluntary dissolutions are authorized by the directors and shareholders of the corporation. There should be a written consent by all shareholders by executing and filing a statement to the effect with the state secretary. Shareholders may be liable for claims after dissolution but only to the extent of the distribution, they received when the corporation dissolved. All states statues provide procedures for notifying the corporate creditors of its dissolution. The dissolving corporation must notify the internal revenue services by filing a form 966 with the certified copy of the resolution.

The MBCA defines the requirements under the article of dissolution under in section 14.05. This includes winding up affairs of the corporation and liquidating its business. It will include a collection of assets, disposition of properties and distribution to shareholders according to their shareholding, discharge of liabilities or making provision for the discharge of liabilities, and every other act required to wind up and liquidate the business affairs of the corporations.