Legal Dissolution Meeting Template

LEGAL DISSOLUTION MEETING TEMPLATE

This Legal Dissolution Meeting Minutes (the "Minutes") is made and entered into by the parties set forth below in connection with the proposed dissolution of Company Name: organized as: Corporation Limited Liability Company Partnership Other domiciled in Jurisdiction: at a meeting held on at .

RECITALS

WHEREAS, the Board of Directors or Members (as applicable) of Company Name: has convened for the purpose of considering whether to dissolve and wind up the affairs of the Company; and

WHEREAS, the persons present constituting a quorum under the organizational documents and applicable law have considered the financial position of the Company, including obligations to creditors, tax liabilities, and the estimated value of assets to be liquidated; and

WHEREAS, the Board of Directors or Members has determined that it is in the best interest of the Company and its interested parties that the Company be dissolved and that its affairs be wound up in accordance with applicable law and the Company's governing documents.

NOW, THEREFORE, BE IT RESOLVED that the actions set forth in these Minutes are adopted and approved in all respects.

1. RESOLUTION TO DISSOLVE

The governing body hereby adopts and approves the resolution to dissolve the Company and to commence winding up and liquidation of the Company’s affairs. The dissolution shall become effective on , or on such later date as required by applicable law or determined by the authorized officers.

2. WINDING UP AND LIQUIDATION

The officers and any appointed liquidating agent are authorized and directed to take all actions necessary to wind up the Company’s affairs, including but not limited to: collecting and selling assets, settling and discharging liabilities to creditors, filing final tax returns, and performing all acts incident to winding up in accordance with governing law and the Company’s organizational documents.

3. DISPOSITION OF ASSETS AND DISTRIBUTIONS

After payment and provision for the Company’s debts, liabilities and obligations (including reasonable reserves for contingent claims), the remaining assets shall be distributed to the holders of interests in accordance with the Company’s governing documents and applicable law. The proposed method of distribution is described below.

4. NOTICE TO CREDITORS, CLAIMS AND TAX FILINGS

The Company shall publish and serve notice to creditors as required by law and shall establish reasonable procedures for submission, review and resolution of claims. The officers are authorized to prepare and file all required federal, state and local tax returns and to make elections or adjustments necessary to effectuate the winding up.

5. AUTHORITY TO EXECUTE DOCUMENTS

The officers, managers or other authorized representatives of the Company are empowered to execute and deliver on behalf of the Company all instruments, filings and documents necessary or appropriate to effectuate the dissolution and winding up, including but not limited to certificates of dissolution, assignments, releases, settlements, deeds and closing documents, and to appear before governmental authorities as required.

6. MEETING ATTENDANCE AND VOTE

7. MISCELLANEOUS

Governing Law: These Minutes shall be governed by and construed in accordance with the laws of the Jurisdiction: without regard to conflict of law principles.

Entire Agreement: These Minutes constitute the entire record of the actions taken at the meeting with respect to the subject matter hereof and supersede all prior oral or written communications relating to the dissolution authorized herein.

Severability: If any provision of these Minutes is determined to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and these Minutes shall be construed as if such invalid, illegal or unenforceable provision had not been included.

Amendments: These Minutes may be amended, supplemented or otherwise modified only by a written instrument signed by the authorized representatives of the parties.

Counterparts: These Minutes may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

8. CERTIFICATION OF MINUTES

I hereby certify that the foregoing Minutes were duly adopted by the governing body of the Company as the true, complete and correct record of actions taken at the meeting described herein and that such actions have been duly recorded in the Company’s minute book.

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