Dissolution of Corporation
for
Your State
Kit with helpful forms and guidelines for dissolving a corporation.
This Corporate Dissolution Kit contains helpful guidelines and forms for use when dissolving a corporation. A corporation is usually dissolved based on a decision by the board or shareholders to stop all active business activities. A corporation can also be involuntarily dissolved when revoked by the state or by a bankruptcy filing. It is vital that corporate dissolution papers be memorialized in writing and this Corporate Resolution Kit will prove helpful when a corporation must be dissolved.
This Corporate Dissolution Kit for your state includes the following:
Protect Yourself, your Rights and your Business by using our professionally prepared up-to-date forms.
This attorney-prepared packet contains:
This Corporate Dissolution Kit for your state includes the following:
- Notes and Procedures for Dissolving a Corporation
- Dissolution Checklist
- Resolution of Board of Directors Approving Dissolution and Calling for Special Meeting
- Resolution and Consent of Shareholders Approving Dissolution
- Articles of Dissolution
Protect Yourself, your Rights and your Business by using our professionally prepared up-to-date forms.
This attorney-prepared packet contains:
- General Information
- Corporate Dissolution Kit for use in your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Corporate Dissolution Kit
This Packet Includes:
1. Information
2. Notes and Procedures for Dissolving a Corporation
3. Dissolution Checklist
4. Sample Resolution of Board of Directors Approving Dissolution and Calling for Special Meeting
5. Sample Resolution and Consent of Shareholders Approving Dissolution
6. Sample Articles of Dissolution
General Information
Corporate Dissolution - Kit
This kit provides tools and guidelines for dissolving your corporation.
The act of 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 corporation. 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 reports, pay the proper taxes, or maintain a registered office and agent. Bankruptcy of the corporation can also lead to involuntary dissolution of the business.
NOTE: This kit includes materials generally applicable to corporations in any state. However, there may be some state-specific rules 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 and form downloads for your state.
DISCLAIMER:
FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice. An attorney should be consulted for all serious legal matters. No Attorney-Client relationship is created by use of these materials.
THESE MATERIALS ARE PROVIDED “AS-IS.” FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.
Notes and Procedures for Dissolving a Corporation
Dissolution, 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 for 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 the 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. However, 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 the 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 affairs, 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 corporation 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 of 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 shareholders 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 shareholders 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 appropriate 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)
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 __________, 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 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, based 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 offices 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 all 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, ____________________, 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 directors 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 ___
Corporate Seal
____________________________________
Signature of Secretary of Corporation
____________________________________
Printed Name of Secretary of Corporation
Resolution and Consent of 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 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, that 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 dissolution:
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 execute 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 out this resolution.
Signature of Shareholder Printed Name of Shareholder
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
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 was 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 full force and effect.
Dated: ____________, 20 ___
Corporate Seal
____________________________________
Signature of Secretary of Corporation
____________________________________
Printed Name of Secretary of Corporation
Articles of Dissolution
of _____________________
The undersigned persons, being the holders of all of the issued and 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 corporation 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 this 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
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
Article 4. The names and addresses of the officers of this corporation are:
_________________________________________________ , President
__________________________________________________
_________________________________________________ , Vice-President
__________________________________________________
_________________________________________________ , Treasurer
__________________________________________________
_________________________________________________ , Secretary
__________________________________________________
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., 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 the 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 majority 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 facts 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 ____
Corporate Seal
____________________
Signature of Secretary of Corporation
____________________
Printed Name of Secretary of Corporation
Signature of Shareholder Printed Name of Shareholder
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22798
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Corporate Dissolution Kit
This Packet Includes:
1. Information
2. Notes and Procedures for Dissolving a Corporation
3. Dissolution Checklist
4. Sample Resolution of Board of Directors Approving Dissolution and Calling for Special Meeting
5. Sample Resolution and Consent of Shareholders Approving Dissolution
6. Sample Articles of Dissolution
General Information
Corporate Dissolution - Kit
This kit provides tools and guidelines for dissolving your corporation.
The act of 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 corporation. 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 reports, pay the proper taxes, or maintain a registered office and agent. Bankruptcy of the corporation can also lead to involuntary dissolution of the business.
NOTE: This kit includes materials generally applicable to corporations in any state. However, there may be some state-specific rules 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 and form downloads for your state.
DISCLAIMER:
FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice. An attorney should be consulted for all serious legal matters. No Attorney-Client relationship is created by use of these materials.
THESE MATERIALS ARE PROVIDED “AS-IS.” FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.
Notes and Procedures for Dissolving a Corporation
Dissolution, 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 for 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 the 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. However, 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 the 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 affairs, 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 corporation 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 of 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 shareholders 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 shareholders 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 appropriate 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)
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 __________, 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 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, based 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 offices 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 all 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, ____________________, 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 directors 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 ___
Corporate Seal
____________________________________
Signature of Secretary of Corporation
____________________________________
Printed Name of Secretary of Corporation
Resolution and Consent of 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 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, that 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 dissolution:
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 execute 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 out this resolution.
Signature of Shareholder Printed Name of Shareholder
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
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 was 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 full force and effect.
Dated: ____________, 20 ___
Corporate Seal
____________________________________
Signature of Secretary of Corporation
____________________________________
Printed Name of Secretary of Corporation
Articles of Dissolution
of _____________________
The undersigned persons, being the holders of all of the issued and 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 corporation 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 this 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
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
Article 4. The names and addresses of the officers of this corporation are:
_________________________________________________ , President
__________________________________________________
_________________________________________________ , Vice-President
__________________________________________________
_________________________________________________ , Treasurer
__________________________________________________
_________________________________________________ , Secretary
__________________________________________________
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., 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 the 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 majority 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 facts 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 ____
Corporate Seal
____________________
Signature of Secretary of Corporation
____________________
Printed Name of Secretary of Corporation
Signature of Shareholder Printed Name of Shareholder
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
____________________________________ _____________________________________
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