On dissolution or final liquidation of the corporation, its assets shall be distributed as follows:
(1)All liabilities shall be paid and discharged, or adequate provision for payment and discharge shall be made.
(2)Assets held on condition requiring return or transfer on dissolution of the corporation shall be returned or transferred as required by the condition.
(3)Assets received and held subject to a limitation permitting use only for charitable, religious, benevolent, educational, or similar purposes, but not held on a condition requiring return or transfer on dissolution of the corporation, shall be transferred to one or more appropriate domestic or foreign corporations, societies, or organizations under a plan of distribution adopted as provided in this chapter.
(4)Other assets shall be distributed as provided by the articles of incorporation or bylaws to the extent that the articles or bylaws provide the distributive rights of members, or any class of members, or provide for distribution to others.
(5)Any remaining assets may be distributed to persons, societies, organizations, or domestic or foreign corporations engaged in activities not for profit, as provided in a plan of distribution adopted by the council of administration of the corporation and in compliance with the constitution and bylaws of the corporation.
Before clause (1), the word “applied” is omitted as included in “distributed” and for consistency in the revised title.
In clause (1), the word “obligations” is omitted as included in “liabilities”, and the word “satisfied” is omitted as included in “discharged”.
In clauses (2) and (3), the words “conveyance” and “conveyed” are omitted as included in “transfer” and “transferred”, respectively.
In clause (3), the word “eleemosynary” is omitted as included in “charitable”.
In clause (5), the words “and all Federal, State, and District of Columbia laws applicable thereto” are omitted as unnecessary.
The table below lists the classification updates, since Jan. 3, 2012, for this section. Updates to a broader range of sections may be found at the update page for containing chapter, title, etc.
The most recent Classification Table update that we have noticed was Tuesday, August 13, 2013
An empty table indicates that we see no relevant changes listed in the classification tables. If you suspect that our system may be missing something, please double-check with the Office of the Law Revision Counsel.
Description of Change
Statutes at Large
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