Board Consent: Dissolution
(NC Corporation)

Summary

This template is a board consent to dissolution that may be used by the board of directors of a North Carolina corporation to adopt resolutions authorizing the voluntary dissolution of the corporation. This template includes practical guidance, drafting notes, and an alternate clause. This template is for use by a corporation's board where shares in the corporation have been issued pursuant to N.C. Gen. Stat. § 55-14-02. Where the corporation has shareholders, the board may propose dissolution for submission to the shareholders, and must recommend that the proposal be approved unless special circumstances exist. See N.C. Gen. Stat. § 55-14-02(a) and (b). The shareholders entitled to vote must approve the proposal. N.C. Gen. Stat. § 55-14-02(b)(2). The board may condition its submission of the proposal for dissolution on any basis. N.C. Gen. Stat. § 55-14-02(c). At any time after dissolution has been authorized, the corporation may dissolve by delivering articles of dissolution to the secretary of state. N.C. Gen. Stat. § 55-14-03(a). The corporation will be dissolved on the effective date in the articles of dissolution. N.C. Gen. Stat. § 55-14-03(b). Once dissolved, the corporation continues its corporate existence only to wind up and liquidate its business and affairs. See N.C. Gen. Stat. § 55-14-05(a). Note that, where a corporation has not yet issued shares, the board of directors or, if the corporation has no directors, a majority of the incorporators may dissolve the corporation by delivering to articles of dissolution to the secretary of state. N.C. Gen. Stat. § 55-14-01. For more on corporate dissolution, see Dissolution (NC Corporation) and Dissolution Checklist (NC Corporation). For dissolution-related templates, see Plan of Dissolution (NC Corporation), Shareholders' Minutes: Special Meeting Approving Dissolution (NC Corporation), and Shareholders’ Consent: Dissolution and Agreement and Plan of Liquidation (NC Corporation).