{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
BACKGROUND
WHEREAS, the Company was duly incorporated and has been carrying on business in accordance with its Memorandum and Articles of Association (or equivalent founding documents).
AND WHEREAS, the shareholders believe it is in the best interests of the Company to proceed with a voluntary dissolution and winding up of its affairs.
AND WHEREAS, all necessary preconditions and legal requirements for passing such a resolution have been met.
RESOLVED:
1. THAT the Company be and is hereby voluntarily dissolved, effective from {{effective_date_of_dissolution}}.
2. THAT the directors of the Company be and are hereby authorized and directed to take all necessary steps to wind up the affairs of the Company, including but not limited to, the settlement of outstanding debts and liabilities, the realisation of assets, and the distribution of surplus assets to shareholders in accordance with their respective rights.
3. THAT {{liquidator_name}} of {{liquidator_address}} be and is hereby appointed as the liquidator(s) of the Company for the purpose of such voluntary dissolution, with all necessary powers to carry out the dissolution process as prescribed by law.
4. THAT the liquidator(s) be and are hereby authorized to open and operate bank accounts, if necessary, in the name of the Company (in liquidation) for the purpose of receiving funds and making payments related to the dissolution.
5. THAT the directors and officers of the Company be and are hereby indemnified and held harmless from any claims, demands, actions, or proceedings arising out of or in connection with the voluntary dissolution of the Company, except in cases of gross negligence or wilful misconduct.
6. THAT all necessary documents be filed with the relevant regulatory authorities in {{jurisdiction}} to effect the voluntary dissolution of the Company, including any notices required by law.
7. THAT the Board of Directors be and is hereby authorized to do all things and execute all instruments and documents, including making all necessary declarations, as may be necessary or desirable to give effect to this Resolution.
CERTIFICATION
We, the undersigned shareholders of {{company_name}}, hereby certify that the above resolution was duly passed at a meeting of the shareholders (or by written consent) held on {{date_of_resolution}}.
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