BOARD RESOLUTION APPROVING VOLUNTARY DISSOLUTION OF [INSERT THE NAME OF THE COMPANY]
DULY PASSED ON [INSERT THE DATE ON WHICH RESOLUTION IS PASSED]
We, the undersigned members of the Board of Directors of [INSERT THE NAME OF COMPANY], hereby convene in accordance with the bylaws of the company and hereby resolve and agree as follows:
WHEREAS, it has been determined that it is in the best interest of the company to voluntarily dissolve and wind up its affairs;
WHEREAS, the shareholders of the company have been duly notified of the proposal for dissolution and have approved the same;
WHEREAS, all necessary legal requirements and regulatory obligations related to the dissolution of the company have been duly considered and addressed;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves the voluntary dissolution of [INSERT THE NAME OF THE COMPANY] and the commencement of the winding-up process;
FURTHER RESOLVED, that [INSERT THE NAME OF AUTHORIZED OFFICER], [INSERT THE POSITION OF AUTHORIZED OFFICER], is hereby authorized and directed to take all necessary actions to effectuate the voluntary dissolution of the company, including but not limited to, filing the appropriate documents with the relevant government authorities, settling the company's outstanding obligations, and distributing the remaining assets of the company to its shareholders in accordance with applicable law;
FURTHER RESOLVED, that [INSERT THE NAME OF AUTHORIZED OFFICER] is hereby authorized to execute any and all documents necessary or desirable to carry out the dissolution and winding up of the company;
FURTHER RESOLVED, that [INSERT THE NAME OF AUTHORIZED OFFICER] is hereby authorized to engage legal counsel, accountants, or other professionals as may be necessary or advisable in connection with the dissolution process, and to incur reasonable expenses related thereto;
FURTHER RESOLVED, that the officers of the company are authorized and directed to cooperate fully with [Authorized Officer Name] in carrying out the dissolution and winding-up process;
FURTHER RESOLVED, that upon completion of the dissolution process, the officers of the company are hereby authorized and directed to close the company's books and records and to take such further actions as may be necessary or advisable to terminate the existence of the company;
FURTHER RESOLVED, that the officers of the company are authorized to take such actions and execute such documents as may be necessary or advisable to effectuate the transfer of any remaining assets of the company to the shareholders, or to otherwise dispose of such assets in accordance with applicable law;
FURTHER RESOLVED, that the officers of the company are authorized to take such actions and execute such documents as may be necessary or advisable to terminate any leases, contracts, or other agreements to which the company is a party, and to settle or compromise any claims or liabilities of the company, in each case as may be necessary or advisable in connection with the dissolution process;
FURTHER RESOLVED, that [INSERT THE NAME OF AUTHORIZED OFFICER] is hereby authorized to take all actions and execute all documents necessary or desirable to effectuate the foregoing resolutions, including without limitation, the filing of all necessary documents with the appropriate government authorities;
RESOLVED FURTHER, that the officers of the company are hereby authorized and directed to do or cause to be done all such acts and things, and to execute and deliver all such documents and instruments, as may be necessary or desirable to carry out the foregoing resolutions.
RESOLVED FURTHER, that all actions heretofore taken by the officers of the company in connection with the dissolution and winding-up process, including without limitation, the execution and delivery of any documents or instruments, are hereby ratified, confirmed, and approved in all respects.
RESOLVED FURTHER, that the officers of the company are hereby authorized to take all actions necessary or desirable to effectuate the dissolution and winding-up process in accordance with applicable law.
RESOLVED FURTHER, that the officers of the company are hereby authorized to take all actions necessary or desirable to effectuate the dissolution and winding-up process in accordance with applicable law.
IN WITNESS WHEREOF, the undersigned, being all of the Directors of [INSERT THE NAME OF THE COMPANY], hereby adopt this resolution as of the date first above written.
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[INSERT THE NAME OF CHAIRMAN OF THE BOARD/PRESIDENT]
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[INSERT THE NAME OF THE FIRST DIRECTOR]
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[INSERT THE NAME OF THE SECOND DIRECTOR]
