Dissolution Resolution Template

Entity Name: [Company/LLC Name]
Entity Type: ☐ Corporation ☐ LLC ☐ Nonprofit ☐ Partnership ☐ Other: [Type]
State/Country of Formation: [State/Country]
Principal Address: [Address]

Date of Resolution: [Date]
Method: ☐ Meeting ☐ Written consent
Approving Group: ☐ Board of Directors ☐ Shareholders ☐ Members ☐ Managers ☐ Partners

1. Authority and Adoption

1.1 The Approving Group of [Entity Name] (the “Entity”) adopts this resolution in accordance with the Entity’s governing documents and applicable law.
1.2 Quorum: ☐ Present ☐ Not required (written consent).
1.3 Vote Threshold: ☐ Unanimous ☐ Majority ☐ Supermajority ☐ Other: [Threshold].

2. Resolution to Dissolve

2.1 Resolved, that the Entity is hereby approved to be dissolved.
2.2 Effective Date of Dissolution (Select One):
☐ Immediately upon adoption
☐ On [Effective Date]
☐ Upon filing dissolution documents with the state/registry

3. Authorization to File and Wind Up

3.1 The following person(s) are authorized to prepare, execute, and file all documents necessary to dissolve the Entity with [State/Agency]:

• [Name], [Title/Role]

3.2 The authorized person(s) may take all actions reasonably necessary to wind up the Entity, including:

• Notifying employees, contractors, customers, and vendors

• Providing required notices to creditors and claimants

• Collecting accounts receivable and liquidating assets

• Paying debts, liabilities, and taxes

• Closing bank accounts and canceling permits/licenses

• Terminating leases and contracts (as applicable)

• Distributing remaining assets to owners according to law and governing documents

3.3 Records Retention (Optional). Entity records will be retained until [Date] by: [Custodian Name].

4. Further Actions

4.1 The officers/members are authorized to sign additional documents and take further actions to carry out this resolution.

Signatures

By signing below, the undersigned certify that this Dissolution Resolution was duly adopted on the date stated above.

Certifying Officer/Secretary (or Authorized Member/Manager): [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Approving Signer #1 (Optional): [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Approving Signer #2 (Optional): [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________