Board Resolution Recommending Dissolution
(NJ Corporation)

Summary

This template Board Resolution Recommending Dissolution (NJ Corporation) may be used by the board of directors to recommend to shareholders the dissolution of a New Jersey corporation. This template includes practical guidance and drafting notes. Unless the corporation's certificate of incorporation or bylaws require a meeting, the board may take action without a meeting so long as all the board members consent to such action in writing or by electronic transmission. N.J. Stat. § 14A:6-7.1. Upon authorization for dissolution, the corporation must file a certificate of dissolution with the New Jersey Secretary of State. N.J. Stat. § 14A:12-4. A dissolved corporation continues its corporate existence only to wind up its affairs. See N.J. Stat. § 14A:12-9. A corporation may revoke its dissolution at any time within 60 days after the effective date of dissolution, provided there has been no distribution of assets, by filing a certificate of revocation with the New Jersey Secretary of State. See N.J. Stat. § 14A:12-10. 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 a sample dissolution plan and a directors' consent template, see Dissolution and Liquidation Plan (NJ Corporation), and Board Consent: Dissolution (NJ Corporation).