DISSOLUTION
dissolution (dis-<<schwa>>-loo-sh<<schwa>>n), n.1. The act of bringing to an end;
termination. 2. The cancellation or abrogation of a contract, with the effect of annulling the
contract’s binding force and restoring the parties to their original positions. See RESCISSION. 3.
The termination of a corporation’s legal existence by expiration of its charter, by legislative act, by
bankruptcy, or by other means; the event immediately preceding the liquidation or winding-up
process. [Cases: Corporations 592. C.J.S. Corporations §§ 811, 813–816, 818, 821, 824,
830–831.]
de facto dissolution.The termination and liquidation of a corporation’s business, esp. because
of an inability to pay its debts.
involuntary dissolution.The termination of a corporation administratively (for failure to file
reports or pay taxes), judicially (for abuse of corporate authority, management deadlock, or failure
to pay creditors), or through involuntary bankruptcy. [Cases: Corporations 612. C.J.S.
Corporations §§ 835–836, 842.]
voluntary dissolution.A corporation’s termination initiated by the board of directors and
approved by the shareholders. [Cases: Corporations 610(1). C.J.S. Corporations §§ 835–837.]
4. The termination of a previously existing partnership upon the occurrence of an event
specified in the partnership agreement, such as a partner’s withdrawal from the partnership, or as
specified by law. Cf. WINDING UP. [Cases: Partnership 263. C.J.S. Partnership §§ 303, 307,
309.] 5.Patents. The dismissal of an interference contest before a final judgment and an express
award of priority. • The effect of dissolving an interference is that junior parties fail to meet their
burden of proof, so the senior party retains priority. [Cases: Patents 106(5). C.J.S. Patents § 166.]
6.Parliamentary law. An adjournment sine die without any provision for reconvening the same
deliberative assembly, even if another assembly of the same kind (such as a legislative body or a
convention) will eventually convene. — dissolve,vb. [Blacks Law 8th]