Asked by Shalyn Olsen on Apr 27, 2024

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Alys and Bern pool their money and talents to form Cutting Edge Corporation, a precision tooling company. They are the firm's only shareholders, directors, and officers. After five years of declining home prices, they decide to cease business. Can they simply dissolve their corporation at will? If so, what are the steps in the process?

Precision Tooling

Refers to highly accurate tools and equipment designed for specialized manufacturing tasks, particularly in machining and assembly operations.

Dissolve

To officially terminate the legal existence of an entity such as a corporation or partnership.

Declining Home Prices

A decrease in the market value of residential properties, which can affect homeownership affordability and the overall economy.

  • Identify the processes and legal consequences of ending a business, encompassing both dissolution and liquidation.
  • Understand the notion of corporate dissolution and identify the parties capable of initiating such an action.
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Isaac MillerApr 28, 2024
Final Answer :
Alys and Bern can dissolve their corporation at will acting as directors or, in some states, as shareholders.
The process will include notifying the state and the firm's creditors, liquidating the firm's assets, and making distributions. Procedures for voluntary dissolution vary in different states. Generally, the directors can vote to submit a proposal of dissolution to the shareholders for a vote at a shareholders' meeting, or in some states shareholders acting unanimously can vote to initiate dissolution proceedings for a corporation. The corporation must file articles of dissolution with the state and notify its creditors of the dissolution. The directors act as trustees of the corporate assets in winding up the firm's affairs for the benefit of the creditors and shareholders.
In the facts of this question, the directors and shareholders are the same persons, but they may be held accountable for any breach of a trustee's fiduciary duty to the creditors. The corporation's assets will be liquidated (converted into cash)and distributed among its creditors and shareholders according to the applicable rules of preference.