Corporations – Corporate Dissolution – West Virginia

STATUTORY REFERENCE

WEST VIRGINIA CODE, Chapter 31, Article I (Business and Non Profit Corporations)

A West Virginia corporation may be dissolved either voluntarily or judicially.  THIS SUMMARY PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A corporation which has not commenced business and which has not issued any shares, may be voluntarily dissolved by its incorporators at any time.  Duplicate originals of the articles of dissolution shall be delivered to the secretary of state.  A corporation may also be voluntarily dissolved by the written consent of all its shareholders or by act of the corporation through its board of directors and shareholders.

To dissolve a corporation by act of the corporation, the board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of the dissolution be submitted to a vote at a regular or special meeting of shareholders.  Written notice of the meeting must be given to each shareholder of record entitled to vote within the time and in the manner provided by law.  The notice must state that the purpose, or one of the purposes of the meeting is to consider the advisability of dissolving the corporation.  The resolution must be adopted by receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote thereon (unless any class of shares is entitled to vote thereon as a class, in which event the resolution shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon).

Upon the adoption of the resolution, a statement of intent to dissolve must be executed and filed with the Secretary of State.

Upon the filing of a statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, the corporation must cease to carry on its business, except insofar as may be necessary for the winding up the business of the corporation.  The corporation’s corporate existence continues until a certificate of dissolution has been issued by the secretary of state or until an order dissolving the corporation has been entered by a court of competent jurisdiction as provided by law.

Upon the adoption of a resolution to dissolve by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof. The corporation shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation by registered or certified mail, return receipt requested, and the corporation shall proceed to collect its assets and apply and distribute them as provided in this article.

The corporation must then proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any creditor, shareholder, member or person who is unknown or who cannot be found, or who is under disability and for whom there is no person legally competent to receive such distributive portion, shall be r educed to cash and deposited with the state treasurer in accordance with the provisions of Article 8, Chapter 36 of the WEST VIRGINIA CODE, and shall be paid over to such creditor, shareholder, member or person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.

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