Board Resolution to Dissolve Corporation

You are tasked with drafting a comprehensive Board Resolution authorizing the voluntary dissolution of a corporation through unanimous written consent of the Board of Directors. This document serves as the formal corporate action initiating the dissolution process and must comply with all applicable state corporation law requirements while reflecting the board's fiduciary duty to act in the best interests of the corporation and its shareholders.

Understanding the Document's Purpose and Legal Context

This resolution represents a critical governance document that precedes shareholder approval and the filing of dissolution certificates with the appropriate Secretary of State. The document will become part of the permanent corporate records and may be reviewed by shareholders, creditors, tax authorities, and other stakeholders throughout the dissolution process. Your draft must demonstrate proper corporate authority, establish a clear plan for liquidation, and authorize officers to take all necessary subsequent actions to wind up the corporation's affairs.

Before beginning your draft, gather essential information about the corporation including its complete legal name exactly as it appears in the articles of incorporation, the state of incorporation, the names of all current directors, and the intended effective date of the dissolution action. You should also understand whether the corporation has any contractual obligations that might restrict dissolution, any regulatory approvals required for dissolution, and the specific shareholder approval requirements under applicable state law and the corporation's governing documents.

Structuring the Document Header and Establishing Legal Authority

Begin the document with a formal header that clearly identifies this as an action by unanimous written consent of the Board of Directors in lieu of a meeting. The header must include the corporation's complete legal name, state of incorporation, and the effective date of the consent action. Ensure your language reflects that this written consent is a legally recognized alternative to a formal board meeting under the applicable state's corporation statute.

Following the header, compose a preamble that establishes the legal foundation for the board's action. This preamble must reference the specific statutory authority under state law that permits boards to act by written consent without a meeting, such as Delaware General Corporation Law Section 141(f) or the equivalent provision in the state of incorporation. Identify all directors by name and confirm that they constitute the complete membership of the board, thereby satisfying the unanimous consent requirement. Include clear language affirming that this written consent has the same force and effect as a unanimous vote at a duly called and held meeting of the Board of Directors.

Drafting the Core Dissolution Resolutions

The substantive portion of the document should contain a series of numbered resolutions, each beginning with "RESOLVED" in capital letters. Your first resolution must formally declare that the Board of Directors has determined that dissolution is advisable and in the best interests of the corporation and its shareholders. This language should be clear and unequivocal, reflecting the board's exercise of business judgment rather than arbitrary action. While you need not detail all reasons for dissolution, the resolution should demonstrate considered deliberation.

Your second resolution should formally approve and adopt a comprehensive Plan of Complete Liquidation and Dissolution, referencing it as an attached exhibit and incorporating it by reference. Specify that the Plan is approved in the form presented to the board, which preserves the integrity of the board's action and prevents unauthorized modifications. If the board wishes to authorize officers to make ministerial or non-substantive changes to the Plan, include that authority in a separate resolution with appropriate limitations.

Draft a third resolution directing that the dissolution and the Plan of Liquidation be submitted to the corporation's shareholders for their approval. This resolution should specify the method by which shareholder approval will be sought, whether through a special meeting of shareholders or by written consent, while providing flexibility for officers to determine the most efficient approach. Ensure your language addresses the applicable voting thresholds established by state law and the corporation's bylaws, and if the corporation has multiple classes of stock, consider whether class voting is required.

Authorizing Officers to Implement the Dissolution

Include a resolution that grants specific authority to the corporation's officers to take all necessary actions to solicit and obtain shareholder approval. This encompasses authority to call special meetings if needed, prepare and distribute all required notices and proxy materials, prepare written consent forms, and engage legal counsel and other advisors as necessary. The resolution should be sufficiently broad to cover all ministerial and administrative actions required to complete the shareholder approval process while remaining within the scope of implementing the board's dissolution decision.

Draft an additional resolution authorizing officers to take all actions necessary following receipt of shareholder approval, including filing the Certificate of Dissolution or Articles of Dissolution with the Secretary of State. This resolution should be conditioned upon receipt of the required shareholder approval and should authorize officers to proceed with winding up the corporation's affairs and liquidating its assets in accordance with the approved Plan. Grant authority to satisfy or make provision for all known liabilities and obligations, distribute remaining assets to shareholders according to their rights and preferences, file all required tax returns and regulatory filings, and execute any amendments or corrections to dissolution documents if required.

Including General Authority and Execution Provisions

Draft a comprehensive general authority resolution that authorizes officers to execute any and all documents, certificates, instruments, and agreements necessary or advisable to effectuate the dissolution and carry out the intent of all foregoing resolutions. This resolution serves as a safety net ensuring officers have clear authority for actions that may not have been specifically enumerated but are nonetheless necessary to complete the dissolution. Include ratification language confirming that any actions already taken by officers in furtherance of the dissolution are hereby approved and ratified, protecting against technical challenges based on timing or sequence of actions.

Conclude the document with an execution section that includes a counterparts clause permitting execution in multiple identical copies, which is essential when directors are in different locations. Create individual signature blocks for each member of the Board of Directors that include space for original signature, printed name, title as director, and date of execution. Include a statement regarding when the consent becomes effective, whether immediately upon execution by all directors or on a specific designated date. Consider adding space for the corporate secretary to attest or acknowledge receipt and filing in corporate records.

Ensuring Compliance and Professional Quality

Your final document must comply with all applicable state corporation law requirements for board action by written consent and for voluntary dissolution. Verify that unanimous written consent is permitted under the state of incorporation's laws and that all procedural requirements are satisfied. Review whether any contractual obligations restrict or prohibit dissolution, identify any required third-party consents, and address tax considerations including final tax return obligations and potential tax consequences of liquidation and asset distribution.

Format the document as a formal corporate resolution suitable for inclusion in the corporation's minute book using professional legal document formatting with appropriate spacing, margins, and typography. Use a professional font such as Times New Roman 12-point, number all pages, and include a footer with the document title and date. Replace all placeholder text with actual information specific to the dissolving corporation. Ensure that all cross-references to exhibits, state statutes, and other documents are accurate and complete, and verify that all state law citations are current and accurate for the state of incorporation.

Before finalizing, review the document to confirm that all corporation-specific information has been accurately inserted, all directors are identified with signature blocks provided, and the Plan of Liquidation is consistent with the resolutions' terms. Consider whether any additional resolutions are necessary based on the corporation's specific circumstances, such as resolutions regarding employee terminations, lease terminations, or disposition of specific assets, while ensuring the general authority resolution remains appropriately limited to the dissolution context.