Until the certificate of dissolution is filed and has become effective, a corporation is not dissolved and remains a cognizable legal entity. 8 Del. C. §275(f); Wax v. Riverview Cemetery Co., 24 A.2d 431, 1942 Del. Super. LEXIS 15, at *13 (Del. 1942) (“the proclamation of forfeiture for non-payment of taxes does no more than forfeit the corporate right to do business, but does not extinguish the corporation as a legal entity”).6 Notably, the sale of all or substantially all of the assets of a corporation does not constitute a “dissolution.” Goldman v. Postal Tel., Inc., 52 F. Supp. 763 (D. Del. 1943).

AIG-FP, as a Delaware corporation, can only be dissolved by (i) a resolution of the board of directors subsequently approved by a majority of the stockholders entitled to vote or (ii) the unanimous written consent of all of the stockholders entitled to vote. 8 Del. Code §275(a)-(c) (2009). Even then, dissolution does not become effective until a certificate of dissolution is filed with the Delaware Secretary of State.