(e) Unless this Code or the Articles of Incorporation require a greater vote, the proposal to dissolve
must be approved by 2/3 of all the votes entitled to be cast on the plan.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-8.02 Articles of Dissolution.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the
Tribal Commerce Department for filing Articles of Dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized; and
(3) If shareholder approval was required for dissolution, a statement that dissolution was
duly approved by the shareholders.
(b) A corporation is dissolved upon the effective date of its Articles of Dissolution.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-8.03 Effect of Dissolution.
(a) A dissolved corporation continues its corporate existence but may not carry on any business
except that appropriate to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests;
and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(1) Transfer title to the corporation’s property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may
provide for closing the corporation’s share transfer records;
(3) Prevent commencement of a proceeding by or against the corporation in its corporate
name;
(4) Abate or suspend a proceeding pending by or against the corporation on the effective
date of dissolution; or
(5) Terminate the authority of the registered agent of the corporation.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-8.04 Known Claims Against a Dissolved Corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure
described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any
time after its effective date. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than 120 days from the effective date of the
written notice, by which the dissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) If a claimant who was given written notice under subsection (2) of this section does not
deliver the claim to the dissolved corporation by the deadline; or
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence
a proceeding to enforce the claim within 90 days from the effective date of the rejection
notice.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on
an event occurring after the effective date of dissolution.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
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Revised Spokane Law & Order Code, 5/14/2013