Shareholders' Minutes: Special Meeting Approving Dissolution
(NV Corporation)

Summary

This template minutes of a special meeting of shareholders approving dissolution (NV Corporation) can be used in connection with documenting shareholder approval obtained for the dissolution of a Nevada corporation. This template includes practical guidance, drafting notes, and alternate and optional clauses. Under Nevada law, the voluntary dissolution of a corporation that has commenced business requires the approval of the corporation's shareholders following the adoption of a resolution of the board of directors proposing and recommending such dissolution. Nev. Rev. Stat. Ann. § 78.580. If the corporation has issued no stock, only board approval is needed. Id. Counsel should ensure that notice is duly provided to stockholders between ten and 60 days prior to the proposed special meeting date, or as specified in the articles of incorporation. Nev. Rev. Stat. Ann. § 78.370. A majority of the shares entitled to vote must approve the dissolution unless the corporation's articles of incorporation requires a greater percentage of votes. Nev. Rev. Stat. Ann. § 78.320(7)(b). Unlike most states, Nevada does not require a two-thirds majority to approve a corporate dissolution. This template minutes of a special meeting of the shareholders contemplates approval of the dissolution at a special meeting; it will need to be adjusted if it is otherwise held at the regular annual meeting or if done by unanimous written consent. Once dissolution of the corporation has been approved by the shareholders, the corporation must execute and file with the Nevada Secretary of State a articles of dissolution (an official form is available on the Secretary of State's website here), which should include the name of the corporation, the corporation's entity or Nevada ID number, the names and addresses of its directors and officers, and the effective date and time of dissolution. Filing the articles of dissolution terminates the corporation's corporate existence as of the filing date (or later date specified in the articles, not to exceed 90 days after the filing date); the corporation may then take various steps as necessary to wind up and liquidate its business but is not otherwise permitted to carry on any business. Nev. Rev. Stat. Ann. § 78.585. For a sample Plan of Dissolution that can be attached as an exhibit to these minutes, see Plan of Liquidation and Dissolution (NV Corporation).