Fill and Sign the Plan of Liquidation and Dissolution of a Corporation Form

Plan of Liquidation and Dissolution of a Corporation 1.       , a Corporation organized under the laws of (Name of Corporation)       , will completely liquidate in accordance with the procedure set (Name of State) forth in this Plan. 2. The Plan must be approved by the Board of Directors at a meeting called for that purpose and, upon approval, the plan will be considered adopted. Notice of the plan's adoption shall be given to the Director of Internal Revenue, in the appropriate office, within       days of adoption, in accordance with Internal Revenue Code Section 6043 , and on a form prescribed in regulations under the Code. 3. The shareholders shall then meet, within a reasonable time, and after examination of the Plan and the proposed terms and conditions for sale or other distribution of all assets, to consider a resolution ratifying the action of the Board of Directors. The affirmative vote of holders of a majority of the shares entitled to vote on dissolution is necessary for passage of the resolution. No agreement for the sale of the Corporation's assets will have legal effect unless the Plan is approved by the shareholders as specified in this paragraph. 4. Upon adoption of this Plan, the Corporation will conduct no further business except that necessary to wind up its affairs. The Corporation shall sell its assets either publicly or privately, and shall pay or provide for its debts and liabilities. 5. The Directors shall declare and issue partial distributions resulting from sale of assets and from any surplus to the shareholders as soon as practicable after approval of adoption of the Plan. These distributions must be made not more than one year after adoption of this Plan. The Corporation may not retain cash or property to meet unknown claims that may be asserted within the statutory       -year limitation period after appropriate published notice. (Number) 6. After sale of the corporate assets under this plan, the Corporation shall be dissolved in accordance with the laws of       , and, after payment of the liabilities (Name of State) of the corporation (including to known claimants who have received notice in accordance with       , the balance shall be distributed to the shareholders in the proportions of (Citation of Statute) their holdings of the shares issued and outstanding. This distribution shall be made less than one year after this plan is adopted. 7. The officers of the corporation, as authorized by the board of directors and applicable law, shall carry out the details of this plan, and shall execute, acknowledge, and deliver all deeds, bills of sale, and other documents necessary to transfer the corporation's assets and to complete this plan. Plan of Liquidation and Dissolution of a Corporation Page 1 of 1