Board Consent: Dissolution
(DE Corporation)

Summary

This template Board Consent: Dissolution may be used by the board of directors of a Delaware corporation to adopt a resolution authorizing the voluntary dissolution of the corporation. This template includes practical guidance and drafting notes. A Delaware corporation may be voluntarily dissolved by a majority of its incorporators or its directors (if named in the certificate of incorporation or if already elected) if no shares have been issued or if the corporation has not commenced the business for which it was organized, by filing a certificate executed by a majority of incorporators or directors with the secretary of state. Del. Code Ann. tit. 8, § 274. After the issuance of shares, the board must pass a resolution to recommend dissolution to the stockholders, and then submit to the stockholders a proposal for dissolution. A corporation may also be dissolved without board action upon the unanimous written consent of all the stockholders entitled to vote on dissolution. After dissolution has been authorized, the corporation may dissolve by filing a certificate of dissolution with the secretary of state. Del. Code Ann. tit. 8, § 275. Upon dissolution, the corporation will continue to exist thereafter for a period of three years for the purpose of winding up its affairs. See Del. Code Ann. tit. 8, § 278. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For more on dissolution, see Dissolution (DE Corporation).