b. List all cancellations of shares not previously reported to the Secretary of State and give the cost.
Date of Cancellation Class Number of Shares Cancelled Cost
______________ _______________ ____________________ ______________
$_____________
$_____________
TOTAL $_____________
5. Issued shares at date of execution:
Class Series Par Value Number of Shares
______________________________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
6. Paid-in capital at date of execution:
Paid-in Capital $____________________
(“Paid-in Capital” replaces the terms “Stated Capital” and “Paid-in Surplus” and is equal to the total of these accounts.)
7. The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under
penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.
Dated _______________________________ , _____ ________________________________________________
Month Day Year Exact Name of Corporation
______________________________________
Any Authorized Officer’s Signature
______________________________________
Name and Title (type or print)
*If dissolution is authorized by the incorporators or by the board of directors, a majority of them must sign below,
and type or print name and title.
The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.
Dated _______________________________ , _____ ________________________________________________
Month Day Year Exact Name of Corporation
By ______________________________________ ________________________________________________
______________________________________ ________________________________________________
NOTES
1. Incorporators are authorized to dissolve a corporation ONLY before any shares have been issued AND before any directors have
been named or elected. The signatures of a majority of the incorporators must appear on these Articles of Dissolution.
2. Directors are authorized to dissolve a corporation ONLY before any shares have been issued. In the event there are no officers, the sig-
nature of a majority of the directors or such directors as many be designated by the board must appear on these Articles of Dissolution.
3. All dissolutions not authorized by the incorporators or the directors must be authorized by the shareholders.
• Shareholders may authorize dissolution by their unanimous written consent. This does not require any action of the board of direc-
tors and does not require a shareholders meeting.
• Shareholder authorization may also be by vote at a shareholders meeting or by less than unanimous consent, in writing, without a
meeting.
• To be effective, the dissolution must receive the affirmative vote or consent of the holders of at least two-thirds of the outstanding
shares entitled to vote on dissolution and, if class voting applies, then also at least two-thirds of the votes within each class.
• If the Articles of Incorporation so provide, the two-thirds vote requirement may be superseded by any smaller or larger vote requirement,
not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.
• When shareholder authorization is by less than unanimous written consent, all shareholders must be given notice of the proposed
dissolution action at least five days before the consent is signed. Shareholders who have not signed the consent must be given
prompt notice that dissolution was duly authorized.
4. In the event of an increase in paid-in capital, all applicable franchise taxes, penalties and interest must be paid before this document
can be accepted for filing.
