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

Summary

This is a template for minutes of a special meeting of shareholders approving the dissolution of a New York corporation. It includes practical guidance, drafting notes, and optional clauses. Under New York law, the voluntary dissolution of a corporation can be effected following authorization by the corporation's shareholders. N.Y. Bus. Corp. Law § 1001. A majority of the shares entitled to vote must approve the dissolution unless the corporation's certificate of incorporation requires a greater percentage of votes (or if the corporation was organized prior to February 28, 1998, in which case the dissolution must be approved by two thirds of the shares entitled to vote). N.Y. Bus. Corp. Law § 1001. This template minutes of a special meeting of the shareholders contemplates approval of the dissolution at a meeting of the shareholders; alternatively the shareholders may act by written consent in lieu of an actual meeting. Each shareholder entitled to vote must be given notice of the meeting to vote on the dissolution at least 10 days (but not more than 60 days) prior to the meeting, which notice must specify the date, time, place, and purpose of the meeting, as well as the means of electronic communications, if any, by which shareholders and proxyholders may participate in the proceedings. N.Y. Bus. Corp. Law § 605. Eligibility to vote is based on the holders of record as of the close of business on the day before the notice of the meeting is given or, alternatively, on a record date set in accordance with the corporation's bylaws or by the board of directors. N.Y. Bus. Corp. Law § 604. This template assumes that the vote will take place during a special meeting of the shareholders; if it will instead be part of the regular annual meeting of the shareholders then the template can be adjusted accordingly. Once dissolution of the corporation has been approved by the shareholders, the corporation must execute and deliver to New York's Department of State a certificate of dissolution (an official template is available on the Secretary of State's website), which should include the name of the corporation (and, if different, the name under which it was formed), the date the certificate of incorporation was filed by the department of state, the name and address of each of the corporation's officers and directors, a statement that the corporation elects to dissolve, and the manner in which the dissolution was authorized N.Y. Bus. Corp. Law § 1003. The corporation is dissolved once the department of state files the certificate of dissolution (the date department of taxation and finance must first consent); the corporation may then take various steps to wind up and liquidate its business but is not otherwise permitted to carry on any business. N.Y. Bus. Corp. Law §§ 1004, 1005. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.