Plan of Dissolution
(OH Corporation)

Summary

This template plan of dissolution is intended for use by an Ohio corporation for the board of directors to approve a voluntary dissolution of the corporation. This template contains practical guidance, drafting notes, and alternate clauses. This template stipulates how the corporation will cease its business activities and liquidate its assets, including the repayment of debt obligations, distribution of assets to shareholders, and cancellation of shares. Voluntary dissolutions are governed by Ohio Rev. Code Ann. §§ 1701.86–1701.911. This template should not be used in connection with judicial dissolutions. This template may be appended as an exhibit to board resolutions approving the corporation's plan of dissolution. Once the board has approved the dissolution, it must be approved by at least two-thirds of the shareholders of the corporation (or otherwise in accordance with the shareholder approval requirements in the articles of incorporation). For a template shareholder approval, see Shareholders' Minutes: Special Meeting Approving Dissolution (OH Corporation). For more information on the dissolution of Ohio corporations, see Dissolution (OH Corporation).