HOW TO DISSOLVE A CORPORATION | STEPS REQUIRED TO DISSOLVE A CORPORATION |

IN THIS VIDEO WE DISCUSS, HOW TO DISSOLVE A CORPORATION | STEPS REQUIRED TO DISSOLVE A CORPORATION | #LAWYER #LAWFIRM
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DISCLAIMER: NOT LEGAL ADVICE. FOR INFORMATIONAL PURPOSES.
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DISSOLVING A CORPORATION
I. VOLUNTARY DISSOLUTION
A. AUTHORITY TO VOLUNTARILY DISSOLVE CORPORATION
B. PROCEDURE TO VOLUNTARILY DISSOLVE CORPORATION
C. POWERS OF DIRECTORS AND OFFICERS DURING VOLUNTARY DISSOLUTION PROCESS
D. PETITION FOR COURT SUPERVISION OF VOLUNTARY DISSOLUTION
E. CERTIFICATE OF DISSOLUTION
F. PETITION FOR ORDER DECLARING CORPORATION WOUND UP AND DISSOLVED
II. INVOLUNTARY DISSOLUTION
A. INTERVENTION BY SHAREHOLDERS AND CREDITORS IN INVOLUNTARY DISSOLUTION ACTION
B. COURT APPOINTMENT OF PROVISIONAL DIRECTORS AND RECEIVER IN INVOLUNTARY DISSOLUTION ACTION
C. DUTIES OF DIRECTORS DURING INVOLUNTARY DISSOLUTION ACTION
D. POWER OF THE COURT
III. CESSATION OF BUSINESS
IV. NOTICE OF DISSOLUTION
V. STATUTORY BUY-OUT PURCHASE OF SHARES TO AVOID DISSOLUTION
VI. PAY TAXES BEFORE DEBTS
A. FEDERAL TAXES ARE PRIORITY
B. OFFER IN COMPROMISE OR INSTALLMENTS
C. INCOME TAX
D. OTHER DEBTS
VII. LIQUIDATION OF ASSETS
A. BULK SALES
B. ASSETS SECURED AS COLLATERAL
VIII. DISTRIBUTION OF ASSETS TO SHAREHOLDERS
A. LIABILITY FOR DISTRIBUTING ASSETS BEFORE DEBTS SATISFIED
B. CONTINGENCY FUND
IX. OUT-OF-STATE BUSINESS
X. BANKRUPTCY AND ASSIGNMENT
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{CHAPTERS}
0:00 Introduction
1:07 Board of Directors will submit proposal to shareholders to dissolve corporation and will then call shareholders meeting to vote
1:57 AUTHORITY TO VOLUNTARILY DISSOLVE
3:55 PROCEDURE TO VOLUNTARILY DISSOLVE
4:25 POWERS OF DIRECTORS & OFFICERS DURING VOLUNTARY DISSOLUTION
5:17 PETITION FOR COURT SUPERVISION OF VOLUNTARY DISSOLUTION
6:24 Majority of Board of Directors MUST Sign and Verify Certificate of Dissolution Filed with Secretary of State
7:12 Board of Directors petition Court for order declaring corporation wound up & dssolved
9:25 Intervention = 3rd person, not original party to lawsuit, claims an interest in the subject matter and becomes involved in lawsuit to protect his right or interpose claim
10:16 COURT APPOINTMENT OF PROVISIONAL DIRECTORS & RECEIVER IN INVOLUNTARY DISSOLUTION
11:06 DUTIES OF DIRECTORS DURING INVOLUNTARY DISSOLUTION
12:39 CESSATION OF BUSINESS
12:42 Once dissolution process commenced, corporation must cease business EXCEPT to extent necessary to wind up
14:03 NOTICE OF DISSOLUTION
14:52 STATUTORY BUY-OUT PURCHASE OF SHARES TO AVOID DISSOLUTION
15:04 50% shareholders may avoid dissolution and Court's Receiver by purchasing for CASH the shares owned by shareholders initiating dissolution
16:01 FEDERAL TAXES ARE PRIORITY
17:09 If Payroll Taxes not paid = IRS can hold shareholders personally liable and satisfy obligation from personal assets
17:57 INCOME TAX
19:29 LIQUIDATION OF ASSETS
21:22 BULK SALES
22:55 Fraudulent Transfer
23:31 DISTRIBUTION OF ASSETS TO SHAREHOLDERS
24:15 Directors may incur CIVIL & CRIMINAL LIABILITY for approving improper distribution of assets
24:51 CONTINGENCY FUND
25:51 BANKRUPTCY & ASSIGNMENT
25:54 Help liquidating business assets
26:01 Bankruptcy Trustee will sell business assets & pay off creditors
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