Article of Dissolution Law and Legal Definition

An article of dissolution is a document which is filed to effect and formalize the cessation of an incorporated organization. In other words, it is an official document filed prior to dissolution of a partnership or corporation which mentions the provisions for the distribution of assets.

Following is an example of a state statute that deals with an article of dissolution.

“A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following:

1. The name of the corporation.

2. The date dissolution was authorized.

3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the approval required pursuant to section 10-11402.

B. A corporation is dissolved on the effective date of its articles of dissolution.

C. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid.

D. Within sixty days after the commission approves the filing, a copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the commission.

E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151”.