casemark/board-resolution-dissolution

Board Resolution to Dissolve Corporation

Drafts a unanimous written consent of the Board of Directors authorizing voluntary dissolution, preceding shareholder approval and Secretary of State filings.

Prerequisites

Collect before drafting:

1. Corporation details — legal name (per articles), state of incorporation, formation date
2. Director roster — full names of all current directors (unanimous consent requires all)
3. Effective date — intended date for the consent action
4. Plan of Liquidation — draft or outline of the Plan of Complete Liquidation and Dissolution (attached as Exhibit A)
5. Shareholder approval method — special meeting vs. written consent; voting thresholds; multi-class stock requirements
6. State statute — dissolution and written consent provisions (e.g., DGCL §§141(f), 275 for Delaware) [VERIFY for jurisdiction]

Output Structure

1. Header Block

• Title: "ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [CORPORATION NAME]"
• State of incorporation, effective date
• Written consent authorization statement citing [State] [Statute §___] [VERIFY]

2. Preamble

• Names all directors; confirms they constitute the full board
• States this consent has the same force as a unanimous vote at a duly called meeting

3. Resolutions

Each begins with "RESOLVED,":

| # | Resolution | Key Points | |---|-----------|------------| | 1 | Dissolution Advisability | Dissolution is advisable and in best interests of corporation and shareholders | | 2 | Adopt Plan of Liquidation | Approves Plan attached as Exhibit A; incorporated by reference | | 3 | Submit to Shareholders | Directs submission for approval; specifies method and vote threshold | | 4 | Officer Authority — Shareholder Approval | Authorizes calling meetings, preparing notices/proxy/consent materials, engaging counsel | | 5 | Officer Authority — Post-Approval Filing | Conditioned on shareholder approval: file Certificate/Articles of Dissolution; wind-up actions | | 6 | Wind-Up Authorizations | Satisfy liabilities; liquidate assets per Plan; distribute remaining assets per shareholder rights; file final tax returns | | 7 | General Authority | Omnibus authority to execute all documents necessary to effectuate dissolution | | 8 | Ratification | Ratifies prior actions taken by officers in furtherance of dissolution |

4. Execution Block

• Counterparts clause (separate identical copies permitted)
• Individual signature blocks: signature line, printed name, "Director" title, date
• Effectiveness statement (upon execution by all directors, or specified date)
• Optional: corporate secretary attestation for minute book filing

Checks and Pitfalls

• Unanimous consent — all seated directors must sign; confirm no board vacancies
• Statute citation — replace placeholder with actual state code section; verify DGCL §141(f) equivalent for non-Delaware entities [VERIFY]
• Multi-class stock — confirm whether class voting is required for dissolution
• Contractual restrictions — flag credit agreements, material contracts, or regulatory licenses that condition dissolution; may require third-party consents
• Tax — resolution does not substitute for IRC §331/332 liquidation analysis; final federal and state returns required
• Exhibit A consistency — Plan of Liquidation terms must align with officer authorizations; avoid conflicts
• Omit reasons for dissolution in operative resolutions unless state law requires — business judgment is presumed
• Format — formal legal document style; paginate; include title and date in footer; suitable for corporate minute book

Changes from original:

• Removed tags — not part of the Agent Skills spec; only name, description, and optional spec fields allowed in frontmatter
• Tightened description — trimmed from 338 to 310 chars while preserving all trigger guidance and legal scope
• Streamlined prerequisites — condensed parenthetical explanations without losing any required inputs
• Compressed resolution table — shortened "Key Language Points" column header to "Key Points"; trimmed verbose phrasing in cells while preserving legal substance
• Renamed "Guidelines" to "Checks and Pitfalls" — aligns with best-practice section naming for quick-scan guardrails
• Reduced line count — from 62 to 57 lines; tighter prose throughout while preserving all domain-critical content (statute references, [VERIFY] markers, tax caveats, format requirements)