The Board Resolution Dissolution Of Corporation is a crucial document required when a corporation decides to end its existence. It is typically used when a company has completed its purpose, faces insurmountable financial difficulties, or wishes to cease operations for strategic reasons. This resolution must comply with U.S. federal and state-specific corporate laws, requiring details about the dissolution process, asset distribution, debt settlement, and various regulatory filings. The document serves as evidence of proper corporate governance and is essential for legal and tax purposes.
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1. Title and Date: Formal identification of the resolution and date of board meeting
2. Recitals: Background information and reasons for dissolution
3. Declaration of Quorum: Confirmation that required board members are present
4. Resolution Statements: Formal decisions to dissolve the corporation
5. Authorization: Empowerment of officers to take necessary actions
6. Signatures: Board member signatures and certification
1. Shareholder Approval Reference: Required when shareholder approval has been obtained or is required by bylaws or state law
2. Asset Distribution Plan: Details of how assets will be distributed when corporation has significant assets
3. Creditor Notice Provisions: Plans for notifying creditors when corporation has outstanding creditors
1. Schedule A - List of Assets: Detailed inventory of corporate assets
2. Schedule B - Outstanding Liabilities: List of all debts and obligations
3. Appendix 1 - Tax Clearance Certificates: Copies of state and federal tax clearance documents
4. Appendix 2 - Shareholder Resolution: Copy of shareholder approval if required
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