Board Resolution Dissolution

Draft Board Dissolution Resolutions in Minutes, Not Hours

10 minutes with CaseMark

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10 minutes with CaseMark

What you'll need

Articles of Incorporation
Plan of Complete Liquidation
Director Roster

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

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. Upload your corporate formation documents, director roster, and liquidation plan outline
2. AI analyzes your jurisdiction's requirements and drafts the complete unanimous written consent
3. Review and customize resolutions, statutory citations, and authorization provisions
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.