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in two ways. The corporation can decide to end, or a corporation’s dissolutioncan happen involuntarily. The law is also now concerned withthe dissolution of limited liability companies.Brands are among acompany’s mostimportant assets.Consumers depend onand recommend brandsthey know and trust, andthis familiarity results invalue to a company’sbottom line. In 2002,Interbrand, a unit ofOmnicom Group Inc.,created a list of theworld’s most valuablebrands by consideringfactors such as howmuch a brand is worth interms of contributing topresent and futureearnings. According toInterbrand, the mostvaluable brand is Coca-Cola at $69.6 billion,followed by Microsoft at$64.1 billion and IBM at$51.2 billion.Voluntary DissolutionWhen a corporation ends, the demise must be reported to the government.The reason is that the government grants corporate chartersand regulates the activities of all corporate entities. One way for a corporationto end voluntarily is through a unanimous vote of all of itsshareholders. The directors may also vote for its end, provided they getthe support of two-thirds of the shareholders. After the decision to endthe corporation has been made, a statement of intent to dissolve mustbe filed with the secretary of state’s office. The corporation must notifycreditors by certified mail of its dissolution. The public must be notifiedby publication.The creditors are the first to be paid when a corporation ends. If asurplus remains after the creditors have been paid, it goes to the shareholders.A receiver may be involved if the current assets cannot meet allobligations. A receiver is appointed by law and has the job of holdingthe property subject to all claims against the corporation. The receiverdivides the assets among the creditors. Articles of dissolution must alsobe presented to the secretary of state.Involuntary DissolutionThe secretary of state can ask the state attorney general to bring aquo warranto action against a corporation if the corporation hasrepeatedly conducted business illegally. If such an action is taken, thecorporation could lose its charter and would no longer be authorized todo business in the state. The grounds for bringing such an action includefailure by the corporation to file annual reports, failure to pay franchisetaxes, or failure to maintain a statutory agent for service of process. Acorporation may also be subject to a quo warranto action if it exceedsits authority or is formed fraudulently.When a shareholder brings an action, the courts have the authorityto liquidate the assets of the corporation. However, the shareholder musthave appropriate grounds to seek the involuntary dissolution of the corporation.Such grounds include but are not limited to evidence of illegalactions, evidence of fraud, evidence of the waste of corporate assets, andevidence that a dissolution is needed to protect the shareholders’ rights.Dissolving a Limited Liability CompanyState law also regulates the dissolution of a limited liability company.The reason is that an LLC is just as much a statutory entity as a660 Unit 6: Starting a Business