Section 181.1401. Dissolution by incorporators, directors, members and 3rd persons.

 

(1)   In general.

(a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators.

(b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following:

1. Unless the articles of incorporation or bylaws provide otherwise, the board.

2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

(2)   Corporation without members with voting rights. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors' meeting at which such approval is to be obtained in accordance with s. 181.0822 (3) . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(3)   Notice requirements. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(4)   Written consents or ballots. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

(5)   Distribution of assets. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

1997 a. 79 .