A Board Resolution For Dissolution Of Company is required when a corporation decides to formally end its existence. This document is crucial in the United States as it initiates the legal process of company dissolution and serves as evidence of proper corporate governance. It must comply with both federal and state-specific requirements and typically includes the board's decision, reasons for dissolution, authorization of specific actions, and designation of officers to handle the process. The resolution should be maintained in corporate records and may be required by various authorities, including the Secretary of State, tax agencies, and courts.
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1. Title and Date: Formal identification of the resolution and date of adoption
2. Recitals: Background information and reasons for dissolution
3. Resolution Statement: Formal declaration of board's decision to dissolve
4. Authorization: Specific powers granted to officers to execute dissolution
5. Certification: Secretary's certification of the resolution's adoption
1. Asset Distribution Plan: Details of how company assets will be distributed among shareholders after settling liabilities
2. Creditor Notice Procedures: Specific procedures for notifying and settling claims with creditors
3. Employee Termination Procedures: Process and timeline for handling employee terminations and final payments
1. Schedule A - Asset Inventory: Complete list of company assets and their intended disposition
2. Schedule B - Creditor List: Comprehensive list of all known creditors and amounts owed
3. Schedule C - Required Filings: Checklist of required government filings and deadlines for dissolution
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