The board of directors or, if the corporation has no directors, a majority of the incorporators 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. (1) the name of the corporation;
2. (2) the date of its incorporation;
3. (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;
4. (4) that no debt of the corporation remains unpaid;
5. (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
6. (6) that a majority of the incorporators or initial directors authorized the dissolution.

HISTORY: Derived from 1976 Code Section 33-21-10 [1962 Code Section 12-22.1; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.