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________________________________ _____________________________________ Articles of Dissolution 2 ____ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________ ____________________________________ ____________________________________ ____________________________________ _____________________________________ ________________________________________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ________________________ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Signature of Shareholder Printed Name of Shareholder _____ stated in these Articles of Dissolution are true and correct and are made for the purpose of dissolving a business corporation under the laws of the State of ____________. Dated: _______________, 20 y of the shares entitled to vote on the issue of dissolution adopted a resolution electing to dissolve this corporation. Article 8. This corporation elects to dissolve. I certify that all of the factsthe shareholders of this corporation was held on _______________, 20 ____, at _____ o'clock ___. m., at the offices of the corporation located at _______________. At this meeting, holders of a majorit at the offices of the corporation located at _______________. At this meeting, a majority of the directors adopted a resolution electing to dissolve this corporation. Article 7. A special meeting of Dissolution 1 Article 5. The corporation has only one class of stock. Article 6. A special meeting of the directors of this corporation was held on _______________, 20 ___, at _____ o'clock ___. m.,__________ , Treasurer __________________________________________________ _________________________________________________ , Secretary __________________________________________________ Articles of __________________________________________ _________________________________________________ , Vice-President __________________________________________________ ___________________________________________________ _______________________________________ Article 4. The names and addresses of the officers of this corporation are: _________________________________________________ , President ___________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ __________________________________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ________________________s corporation were filed with the State of ____________ on ____________, 20 ___. Article 3. The names and addresses of the directors of this corporation are: Name of Director Address of Director ____ and with the laws of the State of ____________, do adopt these Articles of Dissolution: Article 1. The name of the corporation is ___________________. Article 2. The Articles of Incorporation for thiand outstanding shares of stock of this corporation, and being all of the shareholders who are entitled to vote on the dissolution of this corporation in accordance with the bylaws of this corporationetary of Corporation Resolution and Consent of Shareholders Approving Dissolution 2 Articles of Dissolution of _____________________ The undersigned persons, being the holders of all of the issued full force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________________________ Signature of Secretary of Corporation ____________________________________ Printed Name of Secras duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in ______________ The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that w________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _________________________________________________________ ____________________________________ _____________________________________ _____________________________________ _____________________________________ _________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ __ this resolution. Resolution and Consent of Shareholders Approving Dissolution 1 Signature of Shareholder Printed Name of Shareholder ____________________________________ ________________________xecute official Articles of Dissolution and file and record these Articles of Dissolution as required. The officers of this corporation are hereby authorized to perform all necessary acts to carry outissolution: Shareholders holding a majority of outstanding shares of stock in this corporation have signed this resolution and consent to this resolution. The secretary is authorized to prepare and et it is advisable, for the benefit of the corporation, to dissolve this corporation. Therefore, it is RESOLVED, that the corporation shall be dissolved under the provisions of the following plan for d corporation located at _______________. A quorum of the shareholders was present, in person or by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, tha Shareholders of ___________ Approving Dissolution A meeting of the shareholders of this corporation was duly called and held on ______________, 20 ___, at _____ o'clock ___. m., at the offices of the ___ Corporate Seal ____________________________________ Signature of Secretary of Corporation ____________________________________ Printed Name of Secretary of Corporation Resolution and Consent ofrs that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________, 20_, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directoll shareholders entitled to attend this meeting. The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution. The undersigned, ___________________fices of the corporation located at _______________, for the purpose of obtaining shareholder approval of this recommendation for dissolution. The secretary is directed to give appropriate notice to aed upon the following plan for dissolution: It is further RESOLVED, that a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ o'clock ___. m., at the of vote, that it is advisable, for the benefit of the corporation, to dissolve this corporation. Therefore, it is RESOLVED, that the corporation shall be dissolved as soon as is reasonably feasible, bas_________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority ? ? Resolution of Board of Directors of _________________ Approving Dissolution and Calling for Special Meeting A meeting of the board of directors of this corporation was duly called and held on _te state corporation department (a sample resolution is provided in this kit) The secretary prepares and files the Articles of Dissolution (a sample Articles of Dissolution is provided in this kit) ?reholders entitled to vote adopt a resolution approving the directors' plan for dissolution and ordering the secretary of the corporation to prepare and file Articles of Dissolution with the approprialders meeting (a sample resolution is provided in this kit) Proper notice of the meeting (or waiver) is provided to all of the shareholders of record At the shareholders meeting, a majority of the shaof the meeting (or waiver) is provided to all of the directors At the meeting, the board of directors adopts a resolution approving the dissolution of the corporation and calling for a special sharehoon department or an attorney for details of state requirements in your jurisdiction. Dissolution Checklist ? ? ? The board of directors call for a special meeting regarding dissolution Proper notice irs, such as entering into long-term contracts. A Dissolution Checklist is included below, showing the steps necessary for a voluntary dissolution of a corporation. Please contact your state corporatie corporate funds or property to its shareholders. During the period after the filing for dissolution, however, a corporation cannot transact business which is not directed towards winding up its affaHowever, a corporation is allowed to continue to transact business for a short period after dissolution in order to wind up its affairs, liquidate its assets, and distribute proportionate shares of thhe corporation to prepare and file the necessary Articles of Dissolution with the state corporation department. Upon acceptance of this document by the state, the corporation is officially dissolved. dissolution, a proposal of a plan for dissolution, and a call for a special shareholders meeting. The shareholders must then approve the dissolution plan by majority vote and order the secretary of t, as a major event in the life of a corporation, requires both shareholder and director approval. The action is generally initiated by the board of directors by an authorization and recommendation forigence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Notes and Procedures for Dissolving a Corporation Dissolution of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negle providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurementty or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) thrials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitabilid form downloads for your state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these matees or procedures for dissolution in your state. Further, some states provide their own form of the Articles of Dissolution. Please consult your Secretary of State's website for specific information anof Shareholders Approving Dissolution Sample Articles of Dissolution NOTE: This kit includes materials generally applicable to corporations in any state. However, there may be some state-specific rul· · Notes and Procedures for Dissolving a Corporation Dissolution Checklist Sample Resolution of Board of Directors Approving Dissolution and Calling for Special Meeting Sample Resolution and Consent , pay the proper taxes, or maintain a registered office and agent. Bankruptcy of the corporation can also lead to involuntary dissolution of the business. Included in this kit is the following: · · · orporation. Dissolutions can also be involuntary. Involuntary dissolution may be caused by the revocation of the corporate Articles of Incorporation by the state for failure to file the proper reportsof dissolving a corporation is generally based on a decision to stop the active business activities of the corporation. Dissolutions can be voluntarily adopted by the shareholders and directors of a cInformation Corporate Dissolution - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for dissolving your corporation. The act