Legal Affidavit for Dissolution

Legal Affidavit for Dissolution

This Legal Affidavit for Dissolution is executed by Affiant Name: , Title: , on behalf of Entity Name: , an entity formed in State of Formation: . The effective date of dissolution asserted herein is Effective Date: .

Recitals

WHEREAS, the affiant is the duly authorized officer, member or partner of the Entity Name and has personal knowledge of the matters stated herein; and

WHEREAS, the Entity Name adopted a resolution to dissolve on Resolution Date: , in accordance with its organizational documents and applicable law; and

WHEREAS, the affiant affirms that the Entity Name has taken all required corporate/organizational steps and given required notices to effectuate a voluntary dissolution and to wind up the affairs of the Entity Name.

NOW, THEREFORE

NOW, THEREFORE, the affiant declares under oath and penalty of perjury the following facts, representations and acknowledgments.

1. Affiant's Authority

The affiant affirms that Affiant Name: holds the position of Title: and that such person is duly authorized by the Entity Name to execute this affidavit and to take all actions necessary to wind up the affairs of the Entity Name.

2. Dissolution and Wind-Up

The dissolution of the Entity Name is effective as of Effective Date: . The affiant certifies that the Entity Name will undertake or has undertaken all actions necessary to wind up the business, including collection of receivables, payment or provision for known liabilities, distribution of remaining assets, cancellation of registrations and licenses as required, and filing of final tax returns where applicable.

3. Claims and Creditor Notice

The affiant certifies that reasonable steps have been taken to notify known creditors of the dissolution and to permit the presentation of claims. To the affiant's knowledge, there are no outstanding claims against the Entity Name other than those disclosed in Known Liabilities above. The affiant acknowledges that unknown or contingent claims may arise and that the Entity Name will address such claims in accordance with applicable law.

4. Representations and Warranties

The affiant represents and warrants that: (a) the statements contained in this affidavit are true and correct to the best of the affiant's knowledge and belief; (b) no proceeding by any governmental authority is pending to revoke or restrain the dissolution; and (c) the affiant has full power and authority to make these representations on behalf of the Entity Name.

5. Taxes, Filings and Final Returns

The affiant affirms that all required tax filings for periods through Effective Date have been or will be timely filed and that all known tax liabilities have been or will be disclosed and provided for. The affiant agrees to deliver copies of final federal, state and local tax clearance or final tax filings if requested by an interested party.

6. Indemnification

The affiant agrees to indemnify and hold harmless any person who acts in reliance upon this affidavit for losses incurred as a result of any willful misrepresentation by the affiant, except to the extent such losses are caused by the claimant's own fraud or willful misconduct.

7. Notices

All notices required or permitted under this affidavit shall be in writing and delivered to the addresses below by personal delivery, overnight courier, or certified mail, return receipt requested.

8. Amendments; Waiver; Counterparts

This affidavit may be amended only by a written instrument executed by the affiant and the counter-signing party. No failure or delay by any party in exercising any right under this affidavit shall operate as a waiver, and no single or partial exercise of any right shall preclude other or further exercise thereof. This affidavit may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

9. Governing Law

This affidavit shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of law principles.

10. Entire Agreement

This affidavit contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written, regarding the dissolution and wind-up of the Entity Name.

11. Severability

If any provision of this affidavit is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, or if modification is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Oath and Certification

The affiant declares under penalty of perjury under the laws of the jurisdiction identified above that the foregoing is true and correct and that the affiant is authorized to execute this affidavit on behalf of the Entity Name.

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