If you are thinking of dissolving your California corporation, you will need resolutions authorizing the dissolution so that it is a valid transaction under your corporation’s Articles of Incorporation as well as its Bylaws.
A corporate resolution is generally necessary before the corporation is authorized to file the necessary forms with the California Secretary of State that officially winds down the corporation’s business and authorizes its termination.
What Is A Resolution?
A Resolution is a document that indicates that the Corporation is authorized to undertake a specific action. Resolutions can take two forms: they can be presented for signature by all of the directors or shareholders of an organization through written consent, rather than an actual meeting. On the other hand, they can be presented in written format for discussion during a live meeting. If all of the directors or shareholders agree on the action, the resolution can be signed in lieu of an actual meeting, so long as the vote is unanimous. On the other hand, if there is no unanimous agreement to do an action in a resolution, then a live meeting must be held in the appropriate notice a special meeting procedures must be followed for the directors meeting and the shareholders meeting.
What Should A California Corporation Dissolution Resolution Contain?
If your California Corporation is seeking to dissolve, you will need a resolution authorizing the dissolution. The resolution should address certain points:
- The Resolution should follow the format of a traditional corporate resolution, which includes information about grounds for the dissolution, the unfeasibility of continuing to maintain business, the particular individuals in the Corporation that are proposing the dissolution, and other relevant details.
- The Resolution should contain information on the Corporation’s debts, liabilities common creditors.
- The Resolution should contain information on how the Corporation’s assets are to be distributed, including whether there is a plan of distribution
- the Resolution should indicate that the directors of the Corporation find it in the best interest of the Corporation that dissolution occur, and that the matter should be put to a vote of the shareholders.
- The Resolution should authorize the officers of the Corporation to execute the necessary paperwork with the California Secretary of State, taxing authorities, and other agencies, to effectuate the dissolution
- The Resolution should contain a global ratification provision, which protects the directors and officers who are acting under the resolution from being liable
Who Should Vote On A Resolution?
Unless your California Corporation never issued shares, the dissolution resolution should be put both before the directors of the Corporation as well as its shareholders. You will essentially need to resolutions. One resolution, will be prepared for the directors. Once the directors agree and recommend a solution, the second resolution, which is for the shareholders, should be put before the shareholders for their signature or voting. If your California Corporation issued shares, and you do not obtain the shareholders approval on dissolution, this could pose legal risks. Further, the resolution to dissolve must first issue from the directors, as the directors of a corporation are responsible for management of the Corporation, and not shareholders. The shareholders are only consider the owners, and do not have direct authority to manage the Corporation.
Getting Form Dissolution Resolution Templates
If you are in need of form dissolution resolution templates, please check out our all-inclusive flat fee dissolution packages. We offer a full set of forms necessary to accomplish dissolution for both new California corporations that qualify for the short-form process, as well as California corporations that need a traditional dissolution.
Can I Use a Free Sample Dissolution Resolution Online?
If you are thinking of using a free sample dissolution resolution that you may find online to accomplish your corporation’s dissolution, you should know that the resolution will probably not contain the legal language that is generally appropriate for the situation. Our forms are professional / legal grade, meaning, they are prepared by attorneys with over a decade of experience and trained in a large law firm setting serving Fortune 500 and other business clientele. Most of the forms found online are extremely poor quality and put together by untrained lawyers or paralegals who do not have experience in the field. Don’t make the mistake of using documents that are C-rate or worse.
California Corporation Dissolution Form Packages
Need Form Templates for Your California Dissolution? Check Out Our Easy to Use California Corporation Dissolution Template Packages.
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Axis DocPrep offers three packages if you are looking for form templates to dissolve a California corporation. Check out the options below:
- Short Form Dissolution Package – $79
- Traditional Dissolution Forms Package – $99
- Contested Dissolution Forms Package – $149
California Corporation Dissolution Resources
- Main Page – How to Dissolve a California Corporation
- California Corporation Dissolution Resolution
- California Corporation Dissolution Checklist
- Steps to Dissolve Corporation in California
- Other Resources:
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