Generic form with which a corporation may record resolutions of the board of directors or shareholders.
Generic form with which a corporation may record resolutions of the board of directors or shareholders.
Just as you would file articles of incorporation to start your corporate entity and to bring it into existence, you must also file articles of dissolution (also known as a certificate of dissolution) to notify the state that you are terminating or dissolving the corporation.
Shareholders may authorize dissolution by their unanimous written consent. This does not require any action of the board of direc- tors and does not require a shareholders meeting. Shareholder authorization may also be by vote at a shareholders meeting or by less than unanimous consent, in writing, without a meeting.
To comply with corporation formalities, the board of directors should draft and approve the resolution to dissolve. Shareholders then vote on the director-approved resolution. Both actions should be documented and placed in the corporate record book.
How to write a corporate resolution Hold a board meeting. Board members typically create corporate resolutions at their board meetings to summarize what they discussed. Include introductory elements. Write a statement of consent. List the resolutions. Conclude with a statement of resolution. Proofread the document.
Examples of corporate resolutions include the adoption of new bylaws, the approval of changes in the board members, determining what board members have access to certain finances, such as bank accounts, deciding upon mergers and acquisitions, and deciding executive compensation.
A corporate resolution document does not need to be notarized, although if it involves other transactions then those might have to be notarized. Once the document has been signed off and dated by the chairperson, vice-chairperson, corporate treasurer, and secretary, it becomes a binding document.
7 steps for writing a resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.