Board Resolution Electing to Wind Up and Dissolve
(Term of Existence Expired) (CA Corporation)

Summary

This template Directors' Resolution Electing to Wind Up and Dissolve (Term of Existence Expired) (CA Corporation) provides resolutions for a Board of Directors' election to wind up and dissolve a California corporation, where the corporation's term of existence has expired without renewal or extension, and it is the duty of its directors to terminate its business and wind up its affairs. This template contains practical guidance and drafting notes. If a corporation's term of existence expires without renewal or extension, its board of directors must terminate its business and wind up its affairs and execute and file a certificate of dissolution. Cal. Corp. Code § 1906. The resolutions may be adopted at a board of directors' meeting, as provided in this template, or by unanimous written consent. California law provides that any action required or permitted to be taken by the board of directors can be taken without a meeting if all members of the board consent in writing to that action and the number of board members serving at the time constitutes a quorum. The written consent(s) must be filed with the minutes of the proceedings of the board. Cal. Corp. Code § 307(b). Review the corporation bylaws for procedures regarding holding special board meetings if these resolutions will be adopted at a meeting. For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA). For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For further guidance and a template plan of dissolution, see Dissolution (CA Corporation); and Plan of Complete Liquidation (CA Corporation).