Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that any action required or permitted by these Acts to be taken at a meeting of the shareholders or a meeting of the directors of a corporation may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action should be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders and/or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
The Virginia Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement is a legal document that outlines the decisions made by shareholders and directors regarding the establishment of a liquidating trust in the state of Virginia. This agreement signifies the formal agreement and approval of the shareholders and directors to proceed with the liquidation of a company's assets and the creation of a trust to distribute the proceeds among its beneficiaries. Key provisions included in the Virginia Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement include: 1. Purpose: The agreement defines the purpose of the liquidating trust, which is to facilitate the orderly liquidation of the company's assets and ensure equitable distribution of proceeds to the beneficiaries. 2. Appointment of Trustees: The resolution appoints one or more trustees to administer the liquidating trust, outlining their roles, responsibilities, and any compensation arrangements. These trustees are entrusted with managing the trust and ensuring fair distribution of assets to the beneficiaries. 3. Liquidation Process: The agreement outlines the steps involved in the liquidation process, including the identification, valuation, and sale of the company's assets. It may also establish timelines and procedures for the completion of various liquidation tasks. 4. Asset Distribution: The agreement specifies the methodology for distributing the liquidation proceeds to the beneficiaries. This may include outlining the specific priorities or order in which debts, claims, and obligations are to be settled before allocating any remaining funds to the beneficiaries. 5. Reporting and Communication: The agreement determines the reporting and communication requirements between the trustees and the shareholders/directors. It may include provisions that oblige the trustees to provide periodic updates, financial statements, and other relevant information regarding the liquidating trust's progress. 6. Termination: The agreement outlines the conditions or events that may lead to the termination of the liquidating trust. This could encompass various factors such as the completion of asset liquidation, the full distribution of proceeds, or the occurrence of any triggering events specified in the agreement. Types of Virginia Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement: 1. General Liquidating Trust Agreement Resolution: This resolution applies to a situation where a company decides to liquidate its assets and create a trust for the purpose of equitable distribution. 2. Dissolution and Liquidation Resolution: This resolution is specific to cases where the company initiates dissolution and subsequent liquidation, ending its operations entirely. It covers the creation of a liquidating trust to manage the remaining assets and distribute proceeds accordingly. 3. Shareholders' Voluntary Winding Up Resolution: This resolution is applicable when a company has achieved its objectives or shareholders mutually decide to wind up the business voluntarily. It involves appointing trustees, defining their powers, and approving the liquidating trust agreement. In summary, the Virginia Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement serves as a formal authorization and consensus among shareholders and directors to initiate the liquidation of a company's assets and the establishment of a liquidating trust to carry out the process efficiently and equitably.
