Business Dissolution Form

Business Dissolution Form

Business Information

Business Name:   Registration/Entity Number:

Jurisdiction of Formation:   Date of Formation/Incorporation:

 Corporation  Limited Liability Company (LLC)  Partnership  Sole Proprietorship  Other:

Recitals

WHEREAS, the entity identified above was duly formed under the laws of the jurisdiction of and has conducted business under the name set forth herein;

WHEREAS, the board of directors or members (as applicable) held a meeting or otherwise obtained the requisite consent to dissolve the entity on pursuant to the governing documents and applicable law;

WHEREAS, the undersigned authorized representatives desire to wind up the affairs of the entity, provide notice to known creditors, collect and distribute assets, and file any required documents with the appropriate authority.

Resolution of Dissolution

RESOLVED, that the entity shall be dissolved effective as of (the "Effective Date"), and the officers and authorized representatives are authorized and directed to take all actions necessary to wind up the affairs of the entity consistent with applicable law and the entity's governing documents.

Reason for Dissolution

Assets, Liabilities and Creditor Notice

Estimated Total Assets: $   Estimated Total Liabilities: $

Notice to Known Creditors Sent on:   Method of Notice:

Does the entity have outstanding tax liabilities?   Yes No

Certifications and Statements

The undersigned certify under penalty of perjury that the representations contained in this form are true and correct to the best of their knowledge, that all known creditors have been notified or provided with an opportunity to present claims, and that the entity will comply with all statutory requirements for winding up and dissolution in the jurisdiction of formation.

Meeting Type Authorizing Dissolution:   Date of Authorization:

Notice to creditors shall not be construed as a waiver of any defenses the entity may have to asserted claims. The entity shall give priority to payment of secured creditors, administrative expenses of winding up, and statutory tax obligations before distribution of remaining assets to owners or members.

Confidentiality

During the dissolution process, confidential financial information and customer data shall be maintained in confidence and shall be disclosed only as required by law or as reasonably necessary to complete the winding-up process. Persons receiving confidential information must take commercially reasonable measures to protect such information.

Governing Law and Entire Agreement

This form and the undertakings herein shall be governed by and construed in accordance with the laws of the jurisdiction of formation specified above, without regard to conflicts of law principles.

This document constitutes the entire written record of the decision to dissolve the entity and supersedes any prior informal or written statements concerning the dissolution, except as otherwise required by applicable law.

Additional Filings and Acknowledgments

The undersigned acknowledge responsibility for preparing and filing all required final tax returns, terminating registrations, cancelling licenses and permits, and submitting any required formal dissolution filings with the appropriate governmental authorities.

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