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Re: rjbluesky post# 3079

Thursday, 08/21/2008 9:26:37 AM

Thursday, August 21, 2008 9:26:37 AM

Post# of 4784
rjbluesky,

From this site with Nevada Corporate dissolution law:
http://lawdigest.uslegal.com/corporations/corporate-dissolution/3979/

Second, if stock has been issued by the corporation, or if the corporation has begun in business, then the Board of Directors may pass a resolution that the corporation should be dissolved. If the corporation has issued no stock, then only the directors need to approve the resolution. If stock has been issued, then the resolution must be recommended to the shareholders by the Board. The stockholders must be notified each shareholder entitled to vote of a special meeting to consider the resolution to dissolve. The shareholders must approve the resolution by majority vote (or such other vote as the By-Laws might require).

I'm not sure if "issued no stock" is the same as the stock being transfered via merger to another entity, but your suggestions from #2 and #3 could explain why the resolution to dissolve was not recommended to the shareholders by the board. A recommendation to shareholders appears to be necessary for a Nevada corporation that has issued stock to dissolve. Is there another possible way to dissolve without including shareholders in the decision?








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