Board Resolution to Dissolve

The Problem

Drafting board resolutions for corporate dissolution requires meticulous attention to state law requirements, proper authorization language, and comprehensive officer empowerment provisions. Manual preparation is time-consuming and risks omitting critical resolutions or failing to comply with unanimous written consent requirements, potentially invalidating the entire dissolution process.

The CaseMark Solution

CaseMark automates the creation of comprehensive board resolutions for voluntary dissolution, ensuring compliance with state corporation laws and inclusion of all necessary authorizations. Generate complete unanimous written consent documents with proper legal authority, shareholder approval directives, and officer empowerment provisions in minutes instead of hours.

Key benefits

How CaseMark automations transform your workflow

Generate complete dissolution resolutions in 8 minutes vs. 2.5+ hours manually

Automatically includes all six critical resolutions: dissolution approval, liquidation plan, shareholder approval, officer authority, filing authorization, and general powers

Ensures proper unanimous written consent format with compliant preamble and execution blocks

Customizable resolution language while maintaining legal precision and state law compliance

Built-in signature blocks for all directors with counterpart execution provisions

Also useful for

This workflow is applicable across multiple practice areas and use cases

Corporate Governance92% relevant

Corporate governance attorneys regularly draft board resolutions for major corporate actions including dissolution, requiring proper unanimous written consent formats and director authorization documentation.

Board resolutions are fundamental corporate governance documents, and dissolution resolutions represent a critical governance action requiring the same formalities and legal precision as other major board decisions.

Bankruptcy Litigation78% relevant

Bankruptcy attorneys handling corporate debtors often need dissolution resolutions as part of liquidation proceedings or when winding down entities post-bankruptcy.

Corporate dissolution frequently intersects with bankruptcy proceedings, particularly in Chapter 7 liquidations or when entities are being wound down after restructuring failures.

Mergers And Acquisitions75% relevant

M&A attorneys need dissolution resolutions when target companies or subsidiaries are being dissolved post-acquisition as part of corporate restructuring or entity consolidation.

Post-merger integration often involves dissolving acquired entities or subsidiaries, requiring proper board resolutions to authorize dissolution and liquidation as part of the transaction cleanup.

Non Profit Organizations72% relevant

Non-profit attorneys need board dissolution resolutions when charitable organizations or foundations are winding down operations, with similar governance requirements for board authorization.

Non-profit dissolution requires the same formal board resolution process as for-profit corporations, including unanimous consent, liquidation plans, and proper authorization for filing dissolution documents with state authorities.

Frequently asked questions

What is a board resolution to dissolve a corporation?

A board resolution to dissolve is a formal corporate document where the board of directors authorizes the voluntary dissolution of a corporation. It typically takes the form of unanimous written consent in lieu of a meeting and must comply with state corporation law requirements. The resolution initiates the dissolution process by declaring dissolution advisable, approving a liquidation plan, and directing submission to shareholders for approval.

Does a board resolution require unanimous consent for corporate dissolution?

The consent requirement depends on the method used. If the board acts by written consent without a meeting, most state laws require unanimous written consent of all directors. If the board acts at a properly noticed meeting, only the voting threshold specified in the bylaws or state law applies, typically a majority. The resolution itself recommending dissolution to shareholders usually requires approval by the vote specified in the corporation's governing documents.

What should be included in a board resolution authorizing dissolution?

A comprehensive dissolution resolution should include: a declaration that dissolution is advisable and in the corporation's best interests; approval of a plan of liquidation; direction to submit the dissolution to shareholders for approval; authorization for officers to solicit shareholder consent and prepare required notices; authority to file dissolution certificates with the Secretary of State; and general authority to wind up affairs, satisfy liabilities, and distribute assets. Each element ensures proper corporate governance and legal compliance throughout the dissolution process.

Can officers proceed with dissolution immediately after board approval?

No, officers cannot complete dissolution based solely on board approval. State corporation laws require shareholder approval of dissolution, typically by majority or supermajority vote depending on the jurisdiction and governing documents. After the board resolution, officers must obtain the required shareholder consent before filing dissolution documents with the state. The board resolution should authorize officers to take these sequential steps: first obtain shareholder approval, then file dissolution certificates and wind up corporate affairs.

How long does it take to prepare a board resolution for dissolution?

Manual preparation of a comprehensive board dissolution resolution typically takes 3-4 hours for an experienced corporate attorney, including research of state law requirements, drafting all necessary resolutions, and ensuring proper authorization language. With CaseMark, the same document can be generated in approximately 8 minutes by inputting corporation-specific information, dramatically reducing preparation time while ensuring compliance with all legal requirements and best practices.

Time savings at a glance