Joint Director and Shareholder Resolution - Plan of Liquidation

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Joint Director and Shareholder Resolution for use when forming a plan of liquidation. This form sets out that the business should be terminated and all assets be distributed to the shareholders.

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This Joint Director & Shareholder Resolution - Plan of Liquidation sets out that the directors and shareholders, by joint decision, desire to dissolve and liquidate assets of a corporation. This Joint Resolution states that the business should be terminated and all assets be distributed to its shareholders as soon possible. It further authorizes that the officers of the corporation are authorized to wind-up the corporation's affairs and to execute any and all documents necessary to complete the dissolution. After completion of the dissolution a Certificate of Dissolution will be filed with the state in which the corporation did business.

This Joint Director and Shareholder Resolution - Plan of Liquidation includes the following:
  • Joint Resolution: Sets out that this action is taken by written consent of both shareholders and directors;
  • Corporation: Sets forth the name of the corporation;
  • Resolution: Shareholders and directors agree that the corporation should be liquidated and dissolved;
  • Authority: Corporate officers are authorized to sell all assets and execute any documentation to complete said transactions;
  • Liquidation/Dissolution: Officers are authorized to execute all documents required by any state, local or federal agency in order to dissolve the corporation;
  • Signatures: Corporate shareholders and officers must sign this resolution.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Joint Director and Shareholder Resolution - Plan of Liquidation
State Law Compliance: This form complies with the laws of all states
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.
 
 
Joint Director and Shareholder Resolution
Plan of Liquidation
 

 

JOINT ACTION BY WRITTEN CONSENT OF SHAREHOLDERS AND DIRECTORS
Pursuant to the authority contained in [State] Code, the undersigned, being all of the shareholders and directors of [Name], an [State] corporation, do hereby take and adopt the following action in writing, without meeting:
 
WHEREAS, it would be to the best interest of [Name], Inc. and its shareholders completely to liquidate and dissolve said corporation;
 
NOW, THEREFORE, the undersigned hereby adopt the following plan of complete liquidation and dissolution:
 
(1) [Name], Inc. elects to dissolve and completely liquidate.
 
(2) [Name], Inc. shall terminate its business and all of its assets shall be distributed to its shareholders as soon as is reasonably possible.
 
(3) The officers of the corporation are hereby authorized to sell any part or all of the corporations assets in the process of winding up the corporations affairs and are authorized and directed to convey and assign all of its assets, in cash and/or in kind, after payment of its debts or after making suitable provision for payment of its debts, to its shareholders in proportion to their stockholdings, and to execute any and all documents and instruments and take any and all steps necessary or appropriate to complete said assignments.
 
(4) The officers of the corporation are hereby authorized to execute any and all forms, reports and/or returns required by any federal, state, or local government in connection with or by reason of the liquidation and dissolution of such corporation (including U.S. Treasury Department Form 966), and any and all other forms, reports, and/or returns as are deemed necessary on behalf of the corporation.
 
(5) Upon the completion of all distributions in complete liquidation of all of the assets of the corporation, subject to all remaining liabilities of the corporation, if any, the officers are authorized and directed to file a certificate of dissolution with the Secretary of State of [State].
 
 
Signature:
 
 
Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43657
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.
 
 
Joint Director and Shareholder Resolution
Plan of Liquidation
 

 

JOINT ACTION BY WRITTEN CONSENT OF SHAREHOLDERS AND DIRECTORS
Pursuant to the authority contained in [State] Code, the undersigned, being all of the shareholders and directors of [Name], an [State] corporation, do hereby take and adopt the following action in writing, without meeting:
 
WHEREAS, it would be to the best interest of [Name], Inc. and its shareholders completely to liquidate and dissolve said corporation;
 
NOW, THEREFORE, the undersigned hereby adopt the following plan of complete liquidation and dissolution:
 
(1) [Name], Inc. elects to dissolve and completely liquidate.
 
(2) [Name], Inc. shall terminate its business and all of its assets shall be distributed to its shareholders as soon as is reasonably possible.
 
(3) The officers of the corporation are hereby authorized to sell any part or all of the corporations assets in the process of winding up the corporations affairs and are authorized and directed to convey and assign all of its assets, in cash and/or in kind, after payment of its debts or after making suitable provision for payment of its debts, to its shareholders in proportion to their stockholdings, and to execute any and all documents and instruments and take any and all steps necessary or appropriate to complete said assignments.
 
(4) The officers of the corporation are hereby authorized to execute any and all forms, reports and/or returns required by any federal, state, or local government in connection with or by reason of the liquidation and dissolution of such corporation (including U.S. Treasury Department Form 966), and any and all other forms, reports, and/or returns as are deemed necessary on behalf of the corporation.
 
(5) Upon the completion of all distributions in complete liquidation of all of the assets of the corporation, subject to all remaining liabilities of the corporation, if any, the officers are authorized and directed to file a certificate of dissolution with the Secretary of State of [State].
 
 
Signature:
 
 

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