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Board Resolution Dissolution

Draft Board Dissolution Resolutions in Minutes

10 minutes with CaseMark

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Board Resolution Dissolution

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Workflow

Board Resolution Dissolution

Overview

CaseMark's Board Resolution Dissolution skill automates the drafting of unanimous written consent resolutions authorizing voluntary corporate dissolution. It generates a complete, structured document covering dissolution advisability, Plan of Complete Liquidation adoption, shareholder approval directives, and officer authorization provisions—all tailored to your jurisdiction's corporation law.

Drafting board resolutions for voluntary corporate dissolution is a meticulous, time-consuming process. Attorneys must ensure every RESOLVED clause is properly structured, statutory citations are accurate for the relevant jurisdiction, and officer authorizations are comprehensive enough to cover the full dissolution workflow—from shareholder solicitation through Secretary of State filings.

CaseMark automates the entire drafting process by generating a complete unanimous written consent document tailored to your corporation's specific details and jurisdiction. The AI produces properly structured resolutions with appropriate statutory references, officer authorization provisions, and execution blocks, allowing attorneys to focus on substantive review and strategic counsel rather than document assembly.

How it works

  1. 1. Upload your corporate formation documents, director roster, and liquidation plan outline

  2. 2. AI analyzes your corporate structure, jurisdiction, and dissolution requirements

  3. 3. Review and customize the generated board resolution with all required RESOLVED clauses

  4. 4. Export the final unanimous written consent in your preferred format (DOCX, PDF)

What you get

  • Header Block with Consent Authorization

  • Preamble with Director Identification

  • Dissolution Advisability Resolution

  • Plan of Liquidation Adoption Resolution

  • Shareholder Submission Directive

  • Officer Authorization Provisions

  • Execution and Signature Block

What it handles

  • Generates complete unanimous written consent with proper header block and statutory citations

  • Drafts structured RESOLVED clauses covering dissolution advisability, plan adoption, and shareholder directives

  • Includes officer authorization provisions for both pre- and post-shareholder approval actions

  • Produces Plan of Complete Liquidation framework as Exhibit A reference

  • Adapts to jurisdiction-specific dissolution statutes and voting thresholds

  • Covers multi-class stock and alternative shareholder approval methods

Required documents

  • Articles of Incorporation

    The corporation's articles or certificate of incorporation showing legal name, state of incorporation, and formation date

    .pdf, .docx

  • Director Roster

    Complete list of all current directors with full legal names

    .pdf, .docx, .xlsx

  • Plan of Liquidation Draft

    Draft or outline of the Plan of Complete Liquidation and Dissolution to be referenced as Exhibit A

    .pdf, .docx

Supporting documents

  • Corporate Bylaws

    Current bylaws specifying written consent procedures, quorum requirements, and shareholder voting thresholds

    .pdf, .docx

  • Shareholder Agreement

    Any shareholder agreements that may contain dissolution-related provisions or consent requirements

    .pdf, .docx

  • State Dissolution Statute Reference

    Relevant state corporation law provisions governing dissolution and written consent procedures

    .pdf, .docx

Why teams use it

Reduce drafting time from hours to minutes with AI-generated resolution language that follows proper legal formatting and structure

Ensure completeness with systematic coverage of all required RESOLVED clauses, from dissolution advisability through post-approval filing authority

Minimize compliance risk with jurisdiction-aware statutory citations and flagged verification points for counsel review

Streamline the corporate wind-down process by producing board-ready documents that integrate seamlessly with shareholder approval workflows

Questions

What information do I need to provide to generate the resolution?

You'll need your corporation's legal name, state of incorporation, formation date, a complete list of all current directors, the intended effective date, and a draft or outline of your Plan of Complete Liquidation. CaseMark uses these details to generate a jurisdiction-appropriate unanimous written consent.

Does CaseMark handle different state dissolution statutes?

Yes. CaseMark adapts the resolution to reference the applicable state corporation law, such as DGCL §§141(f) and 275 for Delaware corporations. The output flags statutory citations for your verification to ensure compliance with your specific jurisdiction.

Can the resolution handle multi-class stock structures?

Absolutely. CaseMark accounts for multi-class stock requirements when drafting the shareholder approval directive, including appropriate voting thresholds and class-specific consent provisions as required by your corporate structure.

Does this replace the need for legal counsel review?

CaseMark dramatically accelerates the drafting process, but the generated resolution should be reviewed by qualified legal counsel before execution. The tool flags jurisdiction-specific provisions that require verification, ensuring your attorney can focus on substantive review rather than drafting from scratch.

What shareholder approval methods are supported?

CaseMark supports both special meeting and written consent approaches for shareholder approval. The resolution includes appropriate officer authorization language for preparing notices, proxy materials, or consent solicitations based on your selected method.

How does CaseMark handle the Plan of Complete Liquidation?

The generated resolution references the Plan of Complete Liquidation as Exhibit A, incorporating it by reference into the board's approval. You can attach your existing draft plan or use the outline framework CaseMark provides as a starting point.

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