What is required to make a valid resolution?

A valid resolution records the approving body, the vote outcome, the effective date, and authorizes named signatories to act. Include a clear authorization clause granting a named officer or agent authority to file with the state and notify tax authorities.

Who may sign the resolution?

Authorized signers are typically directors, officers, managing members, or an authorized agent named in the resolution. Check governing documents and bylaws to confirm who has authority to approve and execute corporate actions.

Can the resolution be e-signed?

Yes — under the ESIGN Act (15 U.S.C. §7001) and UETA (where adopted) electronic signatures are valid if intent, consent, attribution, and record retention requirements are met.

Is notarization required?

Notarization requirements vary by state and by the filing office. Some states accept unnotarized corporate records while others require acknowledgements; verify the formation state's instructions before submission.

What supporting documents are typically needed?

Common attachments include meeting minutes, certificate of vote, any required state dissolution forms, certificates of tax clearance if applicable, and proof of creditor notifications where required.

How can the resolution be revoked?

Revocation generally requires a subsequent board or member action recorded in minutes and a formal revocation resolution; state filing rules may require submitting additional forms or a reinstatement procedure.

Electronic Signature
Templates
Miscellaneous
Business Strikeoff Resolution

Business Strikeoff Resolution

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS STRIKEOFF RESOLUTION

Company Name: Registration Number: Registered Office Address:

RECITALS

WHEREAS, the board of directors or members of the Company named above (the Company) has determined that the Company has ceased trading and has no outstanding creditors or that it is otherwise appropriate to apply for strikeoff and removal from the register maintained by the applicable authority as of ;

WHEREAS, the Company represents that all statutory filings required up to the effective date have been completed or will be completed in accordance with applicable law, and that the Company intends to wind up its affairs in an orderly manner, settle liabilities, and distribute any remaining assets to authorized persons;

WHEREAS, the board has considered the legal and financial consequences of strikeoff and has resolved to authorize the actions described in this Resolution.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that the Company is authorized to take all actions necessary to effectuate the strikeoff of the Company from the register, including preparing, executing and filing all documents, notices, declarations and affidavits required by law, and to pay any fees required to complete such strikeoff.

FURTHER RESOLVED that is appointed as authorized agent to represent the Company, to act on its behalf in all matters relating to the strikeoff, and to execute all instruments, certificates and notices required to carry out this Resolution. Agent address:

FURTHER RESOLVED that the officers of the Company are authorized and directed to wind up affairs to the extent necessary to effect the strikeoff, including (without limitation) settling and discharging liabilities, closing bank accounts, providing notices to known creditors, and distributing remaining assets in accordance with the Company’s governing documents and applicable law.

SCOPE OF WORK

The scope of actions authorized by this Resolution includes the following activities and any ancillary acts reasonably necessary to complete the strikeoff:

PAYMENT TERMS

Total Estimated Fees: Payment Schedule / Billing Instructions: Late Payment Fee:

TERM AND TERMINATION

This Resolution is effective as of and shall remain in effect until unless earlier terminated in accordance with this section.

Notice Period for Termination (days):

Notwithstanding the foregoing, the Company may terminate the authorization granted herein immediately upon written notice if continued performance would be inconsistent with applicable law or would expose the Company or its officers to material liability.

CONFIDENTIALITY

All non-public information, documents, and communications prepared or received in connection with the strikeoff process shall be retained as confidential by the Company and any authorized agent, and shall not be disclosed except as required by law or as necessary to complete the actions authorized by this Resolution. Reasonable steps shall be taken to protect such information from unauthorized disclosure.

Exceptions to confidentiality include disclosures to governmental authorities, auditors, legal counsel, or as otherwise required by statute or court order; in such cases the disclosing party shall, to the extent permitted by law, provide prior notice to the Company.

GOVERNING LAW

This Resolution and any dispute arising out of or related to its interpretation or performance shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Resolution constitutes the entire agreement of the Company with respect to the subject matter hereof and supersedes any prior resolutions, agreements, or understandings, whether written or oral, relating to the strikeoff of the Company.

CERTIFICATION

I hereby certify that the foregoing resolutions were duly adopted by the board of directors or members of the Company in accordance with the Company’s governing documents and applicable law, and that the actions authorized herein are within the powers of the Company.

Name of Certifying Officer: Title: Date of Certification:

Company Name (Print):

By:

Date:

Authorized Director (Print):

By:

Date:

What a Business Strikeoff Resolution Is

A Business Strikeoff Resolution is a formal corporate or LLC internal record documenting the decision to remove an entity from the official register or to cease active status. The resolution typically records the approving body, the effective date, the reason for the strikeoff (voluntary dissolution, abandonment, administrative closure), and authorizes officers or agents to file paperwork with the state registry and notify tax authorities. It establishes an official paper trail for directors, members, or managers and helps ensure required filings, final tax returns, and creditor notices are completed in an orderly way.

Why a Clear Strikeoff Resolution Matters

A written resolution documents corporate authority, limits individual liability, and creates a traceable record for state filing and tax closure. It reduces ambiguity for registrars, creditors, and banks during the final administrative steps.

Who typically prepares and approves this resolution

Use a signed resolution to show internal authorization and to support subsequent filings with the secretary of state and tax agencies.

Board members and directors who vote to dissolve or strike off an entity
Company officers or corporate secretaries who prepare and execute filings
Registered agents or outside counsel who handle the state submission

Primary signatories and typical roles

Board Chair

The Board Chair or equivalent officer typically leads the vote and signs the resolution. Their signature confirms the board action and is often required for state filings or corporate recordkeeping; the resolution should state the vote result and date.

Registered Agent

A registered agent, company secretary, or authorized attorney often executes the filing with the state and may be given authority in the resolution to submit documents, accept service, and receive final notices on behalf of the company.

Step-by-step: preparing and approving the resolution

Follow a concise sequence to ensure internal approval and correct external filings.

01

Prepare Draft: Draft resolution language including vote result and authorized agents.
02

Hold Meeting: Convene board or members and record the formal vote.
03

Execute Document: Collect signatures, dates, and any required attestations.
04

File with State: Submit strikeoff paperwork and pay required filing fees.

Where to file and how the routing typically works

Strikeoff filings go to the state formation office; internal routing ensures authorized signers and agents complete related tax and creditor notifications.

State Filing Office: Secretary of State or equivalent filing office for the formation state.
Tax Agencies: File final federal and state tax returns and issue final 1099/W-2 as needed.
Registered Agent: Registered agent receives official notices and handles service issues.
Creditors and Banks: Notify creditors, close bank accounts, and settle outstanding liabilities.

How to configure an online strikeoff workflow

Typical online workflow settings reduce friction and preserve an audit trail during resolution approval and filing.

Setting	Configuration \| Notes
Signature Authentication	Email + SMS code \| Use MFA for higher assurance
Notarization	RON optional \| Use remote notarization where accepted
Routing Order	Board -> Secretary -> Registered Agent \| Ensure sequential approvals
Retention	PDF/A + Audit Trail \| Preserve signed record for compliance

Technical and platform considerations for e‑submission

Ensure the platform provides tamper-evident signed PDFs, access controls, and downloadable compliance reports for long-term retention.

File Formats: PDF, DOCX
Integrations: Salesforce | NetSuite | Google Workspace
Security: TLS + AES-256

Key dates and filing timelines to watch

Observe internal approval dates and statutory filing deadlines for taxes and information returns when finalizing a strikeoff.

Resolution Date Recorded:

Date the board or members approve the strikeoff.

State Filing Submission:

Submit dissolution/strikeoff paperwork per the formation state's process and fees.

Final Tax Filings:

File final federal and state returns by normal tax deadlines (e.g., Form 1120/1065 due dates).

Information Returns:

Issue final W-2s/1099s by Jan 31 following the tax year.

Permit and License Closures:

Cancel business licenses or permits per agency timelines to avoid continuing fees.

Milestones from approval to completion

A typical strikeoff proceeds through a short sequence of internal and external actions to conclude operations and filings.

01

Board Approval

Formal vote recorded and resolution signed by authorized officers.

02

State Filing

Submit strikeoff or dissolution filing to the secretary of state and pay fees.

03

Tax Closure

File final tax returns and issue final information returns to payees.

04

Asset and Liability Wind‑Down

Settle creditors, close accounts, and distribute remaining assets per governing documents.

Common preparation errors to avoid

Using an incorrect legal entity name that does not match the state record, leading to rejection or processing delays.
Skipping required shareholder or member approval where bylaws or state law mandate votes, which can invalidate the action.
Failing to notify tax authorities or file final returns, creating liability and penalties for the entity or responsible persons.
Neglecting to designate an authorized filing agent or provide valid contact information for post‑filing notices.

Risks and consequences of incorrect or incomplete filings

Late Filing Penalties: State fines and processing fees

Tax Liability: Unpaid taxes and interest

Reinstatement Costs: Fees and additional filings required

Personal Liability: Directors may face claims for improper wind-down

Creditor Claims: Claims can survive dissolution

Recordkeeping Failures: Loss of defense evidence in disputes

Practical examples of when organizations use a strikeoff resolution

Two concise examples show common scenarios where a formal resolution is used to document authority and support filings.

Inactive Holding Company

A small holding LLC with no assets decides to cease operations and remove itself from the state register

Board unanimously votes to strike off
The resolution authorizes the registered agent to file for strikeoff and directs closing of bank accounts, reducing ongoing franchise tax exposure and administrative costs.

Merged Entity Clean-Up

A corporation merged into its parent needs to remove the subsidiary from the register

Management approves strikeoff after asset transfer
The resolution documents approval, assigns filing authority to counsel, and records the effective date used for final tax accounting and creditor notice timelines.

How a strikeoff resolution differs from similar corporate documents

Compare common documents to clarify when to use a strikeoff resolution versus dissolution certificates or distribution authorizations.

Document Type	Strikeoff Resolution	Certificate of Dissolution
Purpose	internal authorization	state termination filing
Approval Needed	board or members	often board + shareholder
Filed with State	no (supporting)	yes (primary)
Distribution Instructions	may include	typically required

eSignature vendor comparison for executing strikeoff resolutions

Select an eSignature provider that supports audit trails, secure retention, and the authentication level your jurisdiction or internal policy requires.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical tips for accurate and efficient completion

Use standardized language, confirm approvals, and preserve signed records to avoid rework and liability.

Use Standardized Templates

Adopt a template that includes vote language, authorization clauses, and signature blocks to avoid omissions and reduce attorney fees.

Verify Entity Data

Confirm the legal name, formation state, and entity number with the secretary of state before filing to prevent rejection.

Document the Vote

Record the vote result, meeting date, and any dissenting opinions in minutes to support the resolution.

Preserve the Audit Trail

Keep signed PDFs with timestamps and an audit trail for records retention and potential regulatory review.

Frequently asked questions about Business Strikeoff Resolutions

Answers to common practical and legal questions when preparing, signing, and filing a strikeoff resolution.

Need help? Contact support

What is required to make a valid resolution?
A valid resolution records the approving body, the vote outcome, the effective date, and authorizes named signatories to act. Include a clear authorization clause granting a named officer or agent authority to file with the state and notify tax authorities.
Who may sign the resolution?
Authorized signers are typically directors, officers, managing members, or an authorized agent named in the resolution. Check governing documents and bylaws to confirm who has authority to approve and execute corporate actions.
Can the resolution be e-signed?
Yes — under the ESIGN Act (15 U.S.C. §7001) and UETA (where adopted) electronic signatures are valid if intent, consent, attribution, and record retention requirements are met.
Is notarization required?
Notarization requirements vary by state and by the filing office. Some states accept unnotarized corporate records while others require acknowledgements; verify the formation state's instructions before submission.
What supporting documents are typically needed?
Common attachments include meeting minutes, certificate of vote, any required state dissolution forms, certificates of tax clearance if applicable, and proof of creditor notifications where required.
How can the resolution be revoked?
Revocation generally requires a subsequent board or member action recorded in minutes and a formal revocation resolution; state filing rules may require submitting additional forms or a reinstatement procedure.

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