Board Consent: Dissolution
(PA Corporation)


Summary

This template Board Consent: Dissolution may be used by the board of directors of a Pennsylvania corporation to adopt a resolution authorizing the voluntary dissolution of the corporation. This template includes practical guidance, drafting notes, and an alternate clause. In Pennsylvania, a corporation may be voluntarily dissolved by a majority of its incorporators (as well as shareholders) if it has never conducted business or held assets, by filing articles of dissolution with the Department of State. 15 Pa. Cons. Stat. § 1971. Once it has conducted business, a corporation's board of directors must adopt a resolution recommending that the corporation be dissolved voluntarily, and direct that the resolution recommending dissolution be submitted to a vote of the shareholders at a regular or special meeting of the shareholders. The resolution must contain a statement that the dissolution shall proceed under (1) 15 Pa. Cons. Stat. § 1975, which empowers the directors to wind up and settle the corporation's affairs prior to filing articles of dissolution; or (2) Subchapter H (15 Pa. Cons. Stat. § 1991 et. al), which allows the directors to wind up and settle the corporation's affairs both prior to and after filing articles of dissolution. 15 Pa. Cons. Stat. § 1972. Articles of dissolution must be filed with the Pennsylvania Department of State. The time of filing will depend on how dissolution is accomplished. If dissolved pursuant to § 1975, filing will occur once all the liabilities of the corporation have been discharged and its assets distributed; if under Subchapter H, filing can occur at any time before, during, or after the winding-up process. After dissolution, the corporation continues its corporate existence only to wind up its affairs. 15 Pa. Cons. Stat. § 1978. For more on dissolution, see Dissolution (PA Corporation).