Shareholder Resolution to Dissolve - Enhanced Legal Workflow Prompt

You are tasked with drafting a comprehensive Shareholder Resolution to Dissolve for a corporation. This is a critical corporate governance document that formally authorizes the voluntary dissolution of a corporation and must comply with applicable state corporate law requirements. The resolution serves as the official record of shareholder consent to dissolve the entity and provides the legal foundation for all subsequent dissolution activities.

Document Purpose and Legal Context

This resolution represents the shareholders' formal decision to dissolve the corporation and must satisfy both statutory requirements and the corporation's governing documents. The document should reflect proper corporate formalities, demonstrate compliance with applicable dissolution statutes, and provide clear authorization for officers and directors to complete the winding-up process. Consider the specific state of incorporation, as dissolution requirements vary significantly by jurisdiction, particularly regarding voting thresholds, notice requirements, and mandatory disclosures.

Section 1: Heading and Corporate Identification

Begin with a formal heading that clearly identifies this as a Shareholder Resolution to Dissolve. Include the complete legal name of the corporation exactly as it appears in the articles of incorporation, the state of incorporation, and the corporation's principal place of business if different from the state of incorporation. Specify whether this resolution was adopted at a special meeting called specifically for dissolution purposes or at an annual meeting, including the complete date, time, and location of the meeting. If the resolution was adopted by written consent in lieu of a meeting, clearly state this fact and reference the applicable statutory authority permitting written consent procedures. Document whether proper notice was provided to all shareholders in accordance with the bylaws and state law, or if notice was waived by unanimous written consent.

Section 2: Recitals and Background

Draft comprehensive "WHEREAS" clauses that establish the factual and legal foundation for the dissolution decision. These recitals should address:

• The business reasons necessitating dissolution, such as completion of the corporation's purpose, inability to continue operations profitably, irreconcilable shareholder disputes, or strategic business decisions
• Confirmation that the board of directors has recommended dissolution to the shareholders and has adopted a resolution proposing dissolution, including the date of such board action
• Verification that all statutory prerequisites for voluntary dissolution have been satisfied, including any required creditor notifications, tax clearances, or regulatory approvals specific to the corporation's industry
• The corporation's plan for winding up affairs, liquidating assets, satisfying liabilities, and distributing remaining assets to shareholders according to their respective rights and preferences
• Any special considerations regarding pending litigation, contractual obligations, employee matters, or environmental liabilities that must be addressed during the dissolution process

Section 3: Resolutions and Authorizations

Draft clear "RESOLVED" clauses that constitute the operative provisions of the resolution. These should formally approve the dissolution of the corporation and authorize all necessary actions to effectuate the dissolution. Specifically resolve that the corporation shall be dissolved in accordance with the applicable state business corporation act, and authorize the appropriate officers to prepare, execute, and file articles of dissolution (or certificate of dissolution, depending on state terminology) with the secretary of state. Designate specific officers or directors to serve as liquidating trustees or agents responsible for winding up the corporation's affairs, with explicit authority to sell assets, settle claims, pay debts, and make distributions. Include authorization for these designated individuals to execute all documents, contracts, deeds, and instruments necessary to complete the dissolution process. Address the disposition of corporate books and records, specifying who will maintain them and for what retention period as required by law. If applicable, include provisions regarding the cancellation of shares, surrender of stock certificates, and the mechanics of final distributions to shareholders.

Section 4: Voting Record and Shareholder Approval

Document the voting results with precision to demonstrate compliance with statutory and bylaw requirements. Specify the total number of shares outstanding and entitled to vote, the number of shares represented at the meeting (or by written consent), and confirmation that a quorum was present as required by the bylaws. Detail the vote tally showing the number of shares voted in favor of dissolution, against, and abstaining, broken down by class of stock if the corporation has multiple classes with different voting rights. State the percentage of outstanding shares that approved the dissolution and confirm that this meets or exceeds the threshold required by state law and the articles of incorporation (commonly two-thirds or a majority of outstanding shares, depending on jurisdiction). If any class of shares is entitled to vote as a separate class on dissolution, document the separate class vote. Include a statement that the vote was conducted fairly and in accordance with proper corporate procedures.

Section 5: Certification and Execution

Conclude with a formal certification section where the corporate secretary attests to the adoption of the resolution. This certification should state that the secretary has reviewed the minutes of the meeting (or the written consents), that the resolution was duly adopted by the required vote of shareholders, and that the resolution remains in full force and effect as of the certification date. Provide signature lines for all shareholders if the resolution is being adopted by written consent, with spaces for printed names, dates, and the number of shares held by each signatory. If adopted at a meeting, include a signature line for the corporate secretary certifying the resolution, and consider including signature lines for the presiding officer of the meeting. Ensure the document includes sufficient space for notarization if required by state law or if the resolution will be recorded or filed with governmental authorities.

Formatting and Professional Standards

Present the resolution in a professional format using formal legal document conventions. Use clear section headings, consistent numbering, and proper spacing. The language should be formal and precise, avoiding ambiguity while remaining accessible to non-lawyers who may need to implement the resolution's directives. Ensure all corporate names, statutory references, and technical terms are accurate and properly capitalized. The final document should be suitable for inclusion in the corporate minute book and for filing with state authorities as part of the dissolution process.