Sfn 58788 - Nonprofit Corporation Articles Of Dissolution Form Page 2

Download a blank fillable Sfn 58788 - Nonprofit Corporation Articles Of Dissolution Form in PDF format just by clicking the "DOWNLOAD PDF" button.

Open the file in any PDF-viewing software. Adobe Reader or any alternative for Windows or MacOS are required to access and complete fillable content.

Complete Sfn 58788 - Nonprofit Corporation Articles Of Dissolution Form with your personal data - all interactive fields are highlighted in places where you should type, access drop-down lists or select multiple-choice options.

Some fillable PDF-files have the option of saving the completed form that contains your own data for later use or sending it out straight away.

SFN 58788 (08-2008) Page 2

INSTRUCTIONS FOR NONPROFIT CORPORATION ARTICLES OF DISSOLUTION

A nonprofit corporation may be dissolved when authorized in the manner set forth in North Dakota Century Code Sections 10-33-100 through 10-33-103.

After the corporation has filed the Intent to Dissolve with the Secretary of State, Articles of Dissolution may be filed with the Secretary of State.

After the Intent to Dissolve is filed with the Secretary of State, a corporation may choose to notify its creditors and claimants prior to filing Articles of

Dissolution with the Secretary of State. If notice is given, it must be given by:

Publishing the notice once each week for four successive weeks in an official newspaper in the county or counties where the registered office

and the principal executive office of the corporation are located; AND

Giving written notice to known creditors and claimants.

The notice to creditors and claimants must contain:

A statement that the corporation is in the process of dissolving;

A statement that the corporation has filed an Intent to Dissolve with the Secretary of State;

The date of filing the Intent to Dissolve;

The address of the office to which written claims against the corporation must be presented; and

The date by which all claims must be received, which must be the later of 90 days after published notice or, with respect to a particular known

creditor or claimant, 90 days after the date on which written notice was given to that creditor or claimant. Published notice is deemed given on

the date of the earliest publication for the purpose of determining this date.

A corporation that chooses not to give notice may file Articles of Dissolution with the Secretary of State after:

The payment of claims of all known creditors and claimants has been made or provided for; OR

At least two years have elapsed from the date of filing the Intent to Dissolve with the Secretary of State. (See N.D.C.C., Section

10-33-102)

If the corporation does not give notice to creditors and claimants, the following conditions must all be met before Articles of Dissolution can be filed with the

Secretary of State:

If applicable, the corporation has notified the attorney general as required by N.D.C.C., section 10-33-122 and the waiting period has expired or has

been waived by the attorney general.

At least two years must have elapsed since the Intent to Dissolve was filed with the Secretary of State; OR payment must have been made to all known

creditors and claimants or adequate provision has been made for payment or discharge.

Any remaining property, assets, and claims of the corporation must have been distributed in accordance with North Dakota law, or adequate provision

be made for that distribution.

There cannot be any pending legal, administrative, or arbitration proceedings by or against the corporation, or adequate provision must have been made

to satisfy any judgment, order or decree that may be entered against it in a pending proceeding.

If the corporation does give notice to creditors and claimants, the following conditions must all be met before Articles of Dissolution can be filed with the

Secretary of State:

If applicable, the corporation has notified the attorney general as required by N.D.C.C., section 10-33-122 and the waiting period has expired or has

been waived by the attorney general.

At least 90 days have elapsed since notice was given to creditors and claimants; or at least 60 days have elapsed since a claim was rejected and the

claimant has not pursued other remedies.

180 days have elapsed since the corporation filed the Intent to Dissolve with the Secretary of State.

Payment must have been made to all known creditors and claimants or adequate provision has been made for payment or discharge.

Any remaining property, assets, and claims of the corporation must have been distributed among its shareholders, or adequate provision be made for

that distribution.

There cannot be any pending legal, administrative, or arbitration proceedings by or against the corporation, or adequate provision must have been

made to satisfy any judgment, order or decree that may be entered against it in a pending procedure.

The following numbers correspond to the numbered sections on the front of this form.

FILING FEE: The filing fee is $20.00. (Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payments may also be

made by credit card, Visa, Master Card or Discover.)

Provide the corporation name exactly as currently provided in the Articles of Incorporation filed with the Secretary of State. Pay attention to

punctuation and abbreviations. If the name in number 2 is not the same as registered, the name will be corrected by the Secretary of State when the

document is received.

To properly maintain corporate records, the Federal ID number is required if the corporation has one.

Privacy: In compliance with N.D.C.C., Section 10-33-142.1, social security or Federal ID numbers are not disclosed to the public. They are used by the

Secretary of State to maintain accurate corporate files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of

the document.

Check the box indicating that the Articles of Dissolution are effective when filed with the Secretary of State, or if at a later date, it must be within 30 days

after filing with the Secretary of State. If neither box is checked, the Articles of Dissolution are effective when filed with the Secretary of State.

Check the box that correctly reflects whether the corporation gave notice to creditors and claimants and asserting the statutory conditions exist when

that notice is either given or not given. When checking the second box, provide the date on which notice was given to creditors and claimants.

The Articles of Dissolution must be dated and signed by an individual authorized to sign on behalf of the corporation.

List the name, e-mail address, and daytime telephone number of a contact person if this office has any questions or needs additional information to file

the Articles of Dissolution.