Drafting shareholder resolutions to dissolve requires researching state-specific requirements, verifying bylaw compliance, formatting complex recitals and resolved clauses, and ensuring proper voting documentation. Corporate attorneys spend hours cross-referencing statutes, templates, and corporate documents to produce compliant dissolution resolutions, risking errors in critical legal language.
Drafting shareholder resolutions to dissolve requires researching state-specific requirements, verifying bylaw compliance, formatting complex recitals and resolved clauses, and ensuring proper voting documentation. Corporate attorneys spend hours cross-referencing statutes, templates, and corporate documents to produce compliant dissolution resolutions, risking errors in critical legal language.
CaseMark automates the entire drafting process by analyzing your corporate bylaws and incorporation documents, applying state-specific dissolution requirements, and generating professionally formatted resolutions with proper recitals, voting documentation, and signature blocks. Our AI ensures compliance while reducing drafting time from hours to minutes.
This workflow is applicable across multiple practice areas and use cases
Corporate dissolution resolutions are frequently required when companies are being wound down as part of M&A transactions, particularly in asset purchases where the selling entity is dissolved post-closing.
M&A attorneys regularly handle post-transaction dissolution of acquired entities or subsidiaries, requiring compliant shareholder resolutions that align with purchase agreements and state law requirements.
Corporate governance attorneys need dissolution resolutions when advising boards and shareholders on proper procedures for corporate wind-down, ensuring compliance with bylaws and fiduciary duties.
Dissolution is a critical governance event requiring proper shareholder authorization, quorum verification, and documentation of voting procedures—all core corporate governance functions.
Shareholder dissolution resolutions are essential when corporations choose voluntary dissolution as an alternative to bankruptcy or when winding up after bankruptcy proceedings conclude.
Bankruptcy attorneys often advise clients on voluntary dissolution options and need to prepare compliant shareholder resolutions for corporations exiting business through Chapter 7 liquidation or voluntary wind-down.
Non-profit attorneys must prepare member or board resolutions to dissolve tax-exempt organizations in compliance with state non-profit corporation laws and IRS requirements for asset distribution.
Non-profit dissolution follows similar procedural requirements as for-profit corporations, including member/shareholder voting, state filings, and proper documentation, with additional considerations for charitable asset distribution.
CaseMark requires your corporate bylaws and articles of incorporation to generate a compliant dissolution resolution. The AI analyzes these documents to extract the corporation name, state of incorporation, voting requirements, and dissolution procedures. Optional documents like shareholder agreements and asset distribution plans help create more comprehensive resolutions.
CaseMark automatically identifies your state of incorporation and applies state-specific dissolution requirements to your resolution. The AI verifies proper recital language, required resolved clauses, and voting thresholds against official state statutes and bar association guidelines, ensuring your document meets all legal requirements.
Yes, CaseMark analyzes your bylaws to determine the required voting threshold for dissolution and automatically generates appropriate language for the shareholder approval section. The system accommodates unanimous consent, supermajority, or simple majority requirements based on your corporate governance documents.
CaseMark generates a complete, professionally formatted shareholder resolution to dissolve in approximately 8 minutes. This includes analyzing your corporate documents, researching state requirements, and producing a final document with all necessary sections—a process that typically takes attorneys 3-4 hours manually.
CaseMark produces a comprehensive resolution with five key sections: heading and identification, recitals explaining the dissolution rationale, resolved clauses authorizing dissolution and filing, shareholder approval documentation with vote tallies, and signature blocks with secretary certification. All sections comply with corporate formality requirements.
Yes, the resolution includes resolved clauses that specifically authorize officers to prepare and file articles of dissolution with the state. CaseMark also identifies the appropriate officers for winding up corporate affairs and ensures the resolution language supports subsequent state filings.
Absolutely. CaseMark provides a professionally drafted foundation that you can review and customize as needed. The AI-generated document includes all required legal language and formatting, allowing you to focus on client-specific modifications rather than starting from scratch.