Shareholders' Minutes: Special Meeting Approving Dissolution

Summary

This template minutes of a special meeting of shareholders approving dissolution (DE Corporation) can be used in connection with documenting shareholder approval obtained for the dissolution of a Delaware corporation. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Under Delaware law, the voluntary dissolution of a corporation for which shares have been issued must first be authorized by board of directors. Del. Code Ann. tit. 8, § 275. The entire board must adopt, by simple majority vote, resolutions deeming the dissolution advisable in the judgment of the board. Del. Code Ann. tit. 8, § 275. After obtaining board approval, the board must provide notice of the resolution's adoption, along with notice of a shareholder meeting, to every stockholder entitled to vote on the corporation's dissolution. Del. Code Ann. tit. 8, § 275. A majority of the shares entitled to vote must approve the dissolution unless the corporation's articles of incorporation require a greater percentage of votes. Del. Code Ann. tit. 8, § 275. This template minutes of a special meeting of the shareholders contemplates approval of the dissolution at a special meeting of the shareholders. If the resolution is proposed during an annual meeting, this document should be revised accordingly. Each shareholder of record, whether or not 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 and place of the meeting and must state that the purpose of the meeting is (or includes) the consideration of whether to dissolve the corporation. Del. Code Ann. tit. 8, § 222. 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 should take various actions to wind up its business. Once the winding up process is complete, to dissolve the corporation must execute and file with the Delaware Secretary of State a certificate of dissolution (an official form is available on the Secretary of State's website), which must include the name of the corporation, the date of authorization of the dissolution, a statement that the dissolution has been authorized by the board and stockholders, the names and addresses of the corporation's directors and officers, and the date of filing of the corporation's original certificate of incorporation. Del. Code Ann. tit. 8, § 275. After the certificate of dissolution becomes effective, the corporation will be dissolved. Del. Code Ann. tit. 8, § 275. However, a certificate of incorporation may limit the duration of the corporation's existence to a specified date, a certificate of dissolution must be executed within 90 days of that specified date, and on that date, the dissolution becomes effective. Del. Code Ann. tit. 8, § 275. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE).