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Board Resolution Dissolution

Draft Board Dissolution Resolutions in Minutes, Not Hours

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 corporation's specific details and jurisdiction.

Drafting board resolutions for voluntary corporate dissolution is a meticulous, time-consuming process. Attorneys must ensure every director is named, all required authorizations are included, statutory citations are accurate for the relevant jurisdiction, and the resolution properly sequences board approval, shareholder submission, and post-approval filing authority. Missing a single element can delay or jeopardize the dissolution process.

CaseMark automates the entire drafting workflow by generating a complete unanimous written consent document from your corporate details, director roster, and liquidation plan. The AI structures properly sequenced resolutions with jurisdiction-specific statutory references, officer authorizations, and execution provisions—delivering a comprehensive, review-ready draft in minutes instead of hours.

How it works

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

  2. 2. AI analyzes your jurisdiction's requirements and drafts the complete unanimous written consent

  3. 3. Review and customize resolutions, statutory citations, and authorization provisions

  4. 4. Export the finalized board resolution in your preferred format (DOCX, PDF)

What you get

  • Header Block with Corporation Name and Statutory Authority

  • Preamble Identifying All Directors

  • Dissolution Advisability Resolution

  • Plan of Liquidation Adoption Resolution

  • Shareholder Approval Directive Resolution

  • Officer Authorization Provisions

  • Execution and Signature Block

What it handles

  • Generates complete unanimous written consent with proper header and preamble

  • Drafts sequenced RESOLVED clauses covering dissolution advisability and plan adoption

  • Includes shareholder approval directives with voting threshold specifications

  • Produces officer authorization provisions for filings and post-approval actions

  • Incorporates state-specific statutory citations with verification prompts

  • Structures execution block for all director signatures

Required documents

  • Articles of Incorporation

    The corporation's formation documents including legal name, state of incorporation, and formation date

    .pdf, .docx

  • Plan of Complete Liquidation

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

    .pdf, .docx

  • Director Roster

    Complete list of all current directors with full legal names

    .pdf, .docx, .csv

Supporting documents

  • Corporate Bylaws

    Current bylaws specifying written consent procedures and shareholder voting requirements

    .pdf, .docx

  • Shareholder Agreement

    Any shareholder agreements that may affect dissolution voting thresholds or approval requirements

    .pdf, .docx

  • State Dissolution Statute Reference

    Relevant state corporation code 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

Ensure completeness with systematically sequenced RESOLVED clauses covering every required authorization

Minimize errors with jurisdiction-aware statutory citations and built-in verification prompts

Maintain consistency across corporate governance documents with standardized formatting

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 resolution.

Does CaseMark handle different state dissolution statutes?

Yes, CaseMark drafts resolutions with state-specific statutory citations, such as DGCL §§141(f) and 275 for Delaware corporations. The output includes verification prompts so you can confirm the correct provisions for your jurisdiction.

Can I customize the shareholder approval method in the resolution?

Absolutely. CaseMark allows you to specify whether shareholder approval will be sought via special meeting or written consent, and incorporates the appropriate voting thresholds and multi-class stock requirements into the resolution.

Does the output include officer authorization provisions?

Yes. The generated resolution includes separate RESOLVED clauses authorizing officers to prepare shareholder notices, proxy materials, and consent solicitations, as well as conditional authority to file dissolution certificates upon shareholder approval.

Is the generated resolution ready to execute immediately?

CaseMark produces a comprehensive draft that follows standard corporate governance formatting and includes all necessary components. However, you should have legal counsel review the document and verify statutory citations before execution.

What format does the final document come in?

CaseMark allows you to export the completed board resolution as a DOCX or PDF file, formatted and ready for review, revision, and execution by all directors.

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