CaseMark Board Resolution to Dissolve Corporation
Drafts a unanimous written consent of the Board of Directors authorizing voluntary dissolution, preceding shareholder approval and Secretary of State filings.
Prerequisites
Collect before drafting:
- Corporation details — legal name (per articles), state of incorporation, formation date
- Director roster — full names of all current directors (unanimous consent requires all)
- Effective date — intended date for the consent action
- Plan of Liquidation — draft or outline of the Plan of Complete Liquidation and Dissolution (attached as Exhibit A)
- Shareholder approval method — special meeting vs. written consent; voting thresholds; multi-class stock requirements
- State statute — dissolution and written consent provisions (e.g., DGCL §§141(f), 275 for Delaware) [VERIFY for jurisdiction]
Output Structure
1. Header Block
- Title: "ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [CORPORATION NAME]"
- State of incorporation, effective date
- Written consent authorization statement citing [State] [Statute §___] [VERIFY]
2. Preamble
- Names all directors; confirms they constitute the full board
- States this consent has the same force as a unanimous vote at a duly called meeting
3. Resolutions
Each begins with "RESOLVED,":
| # | Resolution | Key Points |
|---|---|---|
| 1 | Dissolution Advisability | Dissolution is advisable and in best interests of corporation and shareholders |
| 2 | Adopt Plan of Liquidation | Approves Plan attached as Exhibit A; incorporated by reference |
| 3 | Submit to Shareholders | Directs submission for approval; specifies method and vote threshold |
| 4 | Officer Authority — Shareholder Approval | Authorizes calling meetings, preparing notices/proxy/consent materials, engaging counsel |
| 5 | Officer Authority — Post-Approval Filing | Conditioned on shareholder approval: file Certificate/Articles of Dissolution; wind-up actions |
| 6 | Wind-Up Authorizations | Satisfy liabilities; liquidate assets per Plan; distribute remaining assets per shareholder rights; file final tax returns |
| 7 | General Authority | Omnibus authority to execute all documents necessary to effectuate dissolution |
| 8 | Ratification | Ratifies prior actions taken by officers in furtherance of dissolution |
4. Execution Block
- Counterparts clause (separate identical copies permitted)
- Individual signature blocks: signature line, printed name, "Director" title, date
- Effectiveness statement (upon execution by all directors, or specified date)
- Optional: corporate secretary attestation for minute book filing
Checks and Pitfalls
- Unanimous consent — all seated directors must sign; confirm no board vacancies
- Statute citation — replace placeholder with actual state code section; verify DGCL §141(f) equivalent for non-Delaware entities [VERIFY]
- Multi-class stock — confirm whether class voting is required for dissolution
- Contractual restrictions — flag credit agreements, material contracts, or regulatory licenses that condition dissolution; may require third-party consents
- Tax — resolution does not substitute for IRC §331/332 liquidation analysis; final federal and state returns required
- Exhibit A consistency — Plan of Liquidation terms must align with officer authorizations; avoid conflicts
- Omit reasons for dissolution in operative resolutions unless state law requires — business judgment is presumed
- Format — formal legal document style; paginate; include title and date in footer; suitable for corporate minute book
Changes from original:
- Removed
tags— not part of the Agent Skills spec; onlyname,description, and optional spec fields allowed in frontmatter - Tightened description — trimmed from 338 to 310 chars while preserving all trigger guidance and legal scope
- Streamlined prerequisites — condensed parenthetical explanations without losing any required inputs
- Compressed resolution table — shortened "Key Language Points" column header to "Key Points"; trimmed verbose phrasing in cells while preserving legal substance
- Renamed "Guidelines" to "Checks and Pitfalls" — aligns with best-practice section naming for quick-scan guardrails
- Reduced line count — from 62 to 57 lines; tighter prose throughout while preserving all domain-critical content (statute references, [VERIFY] markers, tax caveats, format requirements)