| name | board-resolution-dissolution |
| title | Board Resolution to Dissolve Corporation |
| description | Drafts a board resolution authorizing voluntary corporate dissolution via unanimous written consent of directors. Covers Plan of Complete Liquidation adoption, shareholder approval directive, officer authorizations, and execution provisions. Use when initiating voluntary dissolution, preparing corporate wind-down records, or drafting pre-shareholder dissolution authority under state corporation law. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/board-resolution-dissolution |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Board Resolution to Dissolve Corporation
Drafts a unanimous written consent of the Board of Directors authorizing voluntary dissolution, preceding shareholder approval and Secretary of State filings.
Prerequisites
Collect before drafting:
- Corporation details — legal name (per articles), state of incorporation, formation date
- Director roster — full names of all current directors (unanimous consent requires all)
- Effective date — intended date for the consent action
- Plan of Liquidation — draft or outline of the Plan of Complete Liquidation and Dissolution (attached as Exhibit A)
- Shareholder approval method — special meeting vs. written consent; voting thresholds; multi-class stock requirements
- State statute — dissolution and written consent provisions (e.g., DGCL §§141(f), 275 for Delaware) [VERIFY for jurisdiction]
Output Structure
1. Header Block
- Title: "ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [CORPORATION NAME]"
- State of incorporation, effective date
- Written consent authorization statement citing [State] [Statute §___] [VERIFY]
2. Preamble
- Names all directors; confirms they constitute the full board
- States this consent has the same force as a unanimous vote at a duly called meeting
3. Resolutions
Each begins with "RESOLVED,":
| # | Resolution | Key Points |
|---|
| 1 | Dissolution Advisability | Dissolution is advisable and in best interests of corporation and shareholders |
| 2 | Adopt Plan of Liquidation | Approves Plan attached as Exhibit A; incorporated by reference |
| 3 | Submit to Shareholders | Directs submission for approval; specifies method and vote threshold |
| 4 | Officer Authority — Shareholder Approval | Authorizes calling meetings, preparing notices/proxy/consent materials, engaging counsel |
| 5 | Officer Authority — Post-Approval Filing | Conditioned on shareholder approval: file Certificate/Articles of Dissolution; wind-up actions |
|
