Written Consent of the Stockholders to Dissolution and Plan of Complete Liquidation
(DE Corporation)

This Written Consent of the Stockholders to Dissolution and Plan of Complete Liquidation template may be used to authorize the voluntary dissolution and liquidation of a Delaware corporation and adopt a plan of liquidation. This template includes practical guidance and drafting notes. The general procedure for voluntary dissolution of a Delaware corporation is set out in Section 275 of the General Corporation Law of Delaware. Del. Code Ann. tit. 8, § 275. Subject to certain exceptions, dissolution of a corporation must be approved by (1) a majority of the board of directors and a majority of the outstanding shares of stock or (2) if the directors do not act, by unanimous consent of all the stockholders entitled to vote. Del. Code Ann. tit. 8, § 275. A corporation's certificate of incorporation, bylaws, stockholder agreements, or other governing documents may also set forth additional requirements. This template may be used to provide written consent of stockholders in lieu of a special meeting to approve the liquidation, dissolution, and winding up of a corporation. If a special meeting will be held to approve the wind-up and dissolution of the corporation, you may incorporate these resolutions into the minutes of the special meeting. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For further information on dissolution of a Delaware corporation, see Dissolution (DE Corporation).