教学配套课件：法学专业英语教程（精编版）.pptVIP

Dissolution Two Forms of Termination: Expiration of the term set forth in the certificate of incorporation Voluntary or involuntary dissolution Voluntary: By written consent of its shareholders, or by corporate action instituted by its board and approved by the requisite percentage of the shareholders Involuntary: When the state institutes proceedings to cancel the corporate charter, or when a court orders dissolution. When will the state cancel the corporate charter? It will do so if the corporation does not file its annual report， neglects to pay its franchise tax and license fees， procured its charter by fraud， abuses and misuses its authority, fails to appoint and maintain a registered agent or has not informed the state of the name and address of its registered agent， or ceases to perform its corporate functions for a long period of time. When Will the Court Order Dissolution? At the request of a shareholder because of a directors/shareholders deadlock; or because those in control are acting illegally， fraudulently, or oppressively. In a proceeding commenced by a creditor for liquidation of the corporation. Liquidation Appointing receivers Collecting the assets I Selling the assets, paying the debts and liquidation expenses Dividing any funds left proportionately among the shareholders Consolidation Consolidation: Dissolving two or more corporations for the creation of a new one As a result, the new corporation takes title to all the property， rights， powers， and privileges of the old corporations， subject to the liabilities and obligations of the old corporations. Merger One corporation absorbs another and continues its existence. As a result, the surviving corporation assumes the debts and liabilities of the absorbed corporation. Procedures for Consolidations and Mergers Board’s resolution that sets forth in detail all facts of the planned merger or consolidation. Submission of the resolution to the shareholders for appro