Corporate Dissolution Articles

ARTICLES OF DISSOLUTION

These Articles of Dissolution are executed by the undersigned corporation for the purpose of dissolving the corporation and winding up its affairs under applicable corporate law. Corporation Name: ; Entity/File Number: ; State of Incorporation: ; Principal Office: ; Date of Incorporation: .

RECITALS

WHEREAS, the Board of Directors of the corporation has determined that it is advisable and in the best interests of the corporation and its shareholders that the corporation be dissolved and its business wound up; and

WHEREAS, the corporation has complied with all statutory prerequisites for dissolution, and the necessary approvals of the board of directors and, where required, the shareholders, have been obtained as set forth herein; and

WHEREAS, the corporation desires to set forth in these Articles of Dissolution the determinations, authorizations and procedures to effect an orderly winding up of the corporation's affairs.

NOW, THEREFORE

The corporation hereby adopts and certifies the following Articles of Dissolution:

1. NAME AND IDENTIFICATION

1.1 Name of Corporation: .

1.2 Entity/File Number: . State of Incorporation: .

2. EFFECTIVE DATE OF DISSOLUTION

2.1 The effective date on which the dissolution is to take effect: . If no date is specified, dissolution shall be effective upon filing.

3. APPROVAL OF DISSOLUTION

3.1 The dissolution described in these Articles was duly authorized in accordance with the corporation's articles, bylaws and applicable law. Approval was obtained by the Board of Directors on: and by the shareholders on: , as required.

3.2 A true and complete copy of the resolution authorizing dissolution is maintained in the corporate records and is available upon request to any person entitled to examine the records under governing law.

4. STATEMENT OF DISSOLUTION AND WINDING UP

4.1 The corporation elects to dissolve and wind up its business and affairs. The officers of the corporation are authorized and directed to take all actions necessary or convenient to wind up the business of the corporation, including but not limited to collecting assets, discharging liabilities, settling claims, distributing remaining assets to shareholders and making final filings required by applicable law.

4.2 The individual(s) authorized to wind up the affairs of the corporation are: .

5. LIABILITIES AND CREDITOR CLAIMS

5.1 The corporation shall first apply the assets of the corporation to pay or provide for its known liabilities in the order of priority established by law. To the extent assets are insufficient to satisfy liabilities, distributions to shareholders shall be made only to the extent permitted by law after payment of all known creditors.

No outstanding liabilities known as of the date of these Articles.
There are outstanding liabilities; a description of such liabilities is attached or described below.

5.2 Procedures for creditors to present claims: known creditors shall be notified in writing at the addresses reflected in the corporation's books and records. Claims must be submitted in writing by: , and must include reasonable documentation supporting the claim.

6. DISTRIBUTION OF ASSETS

6.1 After payment of costs of winding up and liabilities, the remaining assets shall be distributed to shareholders in accordance with the corporation's articles of incorporation and bylaws and the rights, preferences and limitations of outstanding classes or series of shares.

7. TAX AND FINAL FILINGS

7.1 The corporation shall file all required final tax returns and make all required final tax payments and filings. The officers are authorized to execute and deliver any documents and to take any actions necessary to complete final tax and statutory filings and obtain any necessary clearances required by law.

8. NOTICES

8.1 Notices required or permitted under these Articles shall be sent to the corporation at the principal office or to the following designated address for purposes of dissolution:

9. REPRESENTATIONS AND CERTIFICATIONS

9.1 The undersigned officer certifies that, to the best of the officer's knowledge after reasonable inquiry, the matters set forth in these Articles are true and correct and that all required corporate action to authorize the dissolution has been taken.

9.2 The undersigned further certifies that all known liabilities have been paid or adequate provision has been made for payment, except as disclosed in the liabilities description above, and that no further corporate business will be conducted except as necessary to wind up and liquidate the corporation's affairs.

10. GOVERNING LAW

These Articles shall be governed by and construed in accordance with the laws of the State of Incorporation identified above without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

These Articles, together with the corporate records reflecting the corporate approvals referenced herein, constitute the entire written determination of the corporation with respect to the dissolution and supersede any prior oral or written statements or agreements concerning the subject matter hereof.

12. SEVERABILITY

If any provision of these Articles is held invalid or unenforceable under any applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability without affecting the remaining provisions hereof, which shall continue in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

These Articles may be amended by the corporation prior to the effective date in accordance with applicable law. No waiver of any provision of these Articles shall be effective unless in writing and signed by an authorized officer. These Articles may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Sign Now