The Shareholders Resolution Approving Voluntary Dissolution Of The Company is a crucial document required when a corporation decides to cease operations and formally dissolve. It is used when a company's shareholders agree to voluntarily wind up the business, typically following a board recommendation. This resolution must comply with U.S. federal regulations and state-specific corporate laws, documenting the formal approval of dissolution, authorizing officers to proceed with dissolution procedures, and outlining the process for settling liabilities and distributing assets. It serves as a key document for state filing requirements and provides protection for directors and officers executing the dissolution.
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1. Title and Date: Formal identification of the resolution and date of adoption
2. Recitals: Background information including company details and reason for dissolution
3. Declaration of Quorum: Confirmation that required number of shareholders are present/represented
4. Resolution to Dissolve: Formal statement of dissolution approval
5. Authorization of Officers: Empowerment of officers to execute dissolution
6. Signature Block: Space for required signatures and dates
1. Asset Distribution Plan: Detailed section specifying how company assets will be distributed among shareholders
2. Tax Provisions: Special provisions addressing tax matters and requirements during dissolution
3. Creditor Settlement: Specific provisions for handling and settling outstanding debts with creditors
1. Schedule A - Asset Inventory: Complete list of company assets for distribution
2. Schedule B - Creditor List: List of all known creditors and amounts owed
3. Appendix 1 - Board Resolution: Copy of board resolution recommending dissolution
4. Appendix 2 - Notice of Meeting: Copy of shareholder meeting notice where dissolution was approved
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