Shareholders' Resolution Approving Plan of Distribution
(CA Social Purpose Corporation)

Summary

This Shareholders' Resolution Approving Plan of Distribution template provides for a shareholders’ resolution approving a plan of liquidation as a part of the wind up and dissolution of a California social purpose corporation. This template includes practical guidance and drafting notes. Unless additional requirements are provided for in a corporation’s articles of incorporation, bylaws or shareholder agreements, a California corporation may elect to voluntarily dissolve by a vote of shareholders representing at least 50% of the corporation’s voting shares. Cal. Corp. Code § 1900(a). The provisions governing the dissolution of a California social purpose corporation are generally governed by the California General Corporation Law. See Cal. Corp. Law §§ 2501. A special meeting of the social purpose corporation’s shareholders may be called to vote upon the dissolution of the corporation. This template provides resolutions to be included in the minutes of the shareholders’ meeting. Review Cal. Corp. Code § 601 et seq. and the bylaws of the social purpose corporation for procedures regarding holding special meetings of the shareholders. These resolutions may also be adopted by written consent of the shareholders. For a template consent, see Shareholders' Consent: Dissolution and Liquidation (CA Social Purpose Corporation). For additional guidance, see Social Purpose Corporations (CA).