309. The dissolution of the corporation by consent of the shareholders requires that it first be liquidated, if the corporation has obligations or property.
Liquidation is not required, however, if the shareholders whose shares entitle them to participate in the distribution of the remaining property of the corporation, whether or not they otherwise carry the right to vote, demand by special resolution that the board of directors perform the obligations of the corporation, obtain forgiveness of those obligations or otherwise make provision for them.
The special resolution is adopted at the shareholders meeting at which the shareholders consent to the dissolution of the corporation.