Shareholders Resolution Approving Voluntary Dissolution of the Company

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHAREHOLDERS’ RESOLUTION APPROVING VOLUNTARY DISSOLUTION OF THE COMPANY

Passed on {{date}}

At a duly convened meeting of the shareholders of {{company_name}} (hereinafter referred to as “the Company”), held on {{date}} at {{time}} at {{meeting_location}}, the following resolutions were considered and unanimously adopted:

1. RESOLUTION TO VOLUNTARILY DISSOLVE THE COMPANY

WHEREAS, the shareholders deem it advisable and in the best interests of the Company to voluntarily dissolve and wind up its affairs;

IT IS HEREBY RESOLVED, as a Special Resolution, that the Company shall be voluntarily dissolved in accordance with the provisions of the Companies Act, {{year_of_companies_act}}, of {{country}}.

2. APPOINTMENT OF LIQUIDATOR

IT IS FURTHER RESOLVED that {{liquidator_name}} of {{liquidator_address}} be and is hereby appointed as the liquidator of the Company, with full power and authority to wind up the affairs of the Company, realise its assets, pay its debts, and distribute any surplus assets to the shareholders in accordance with their respective rights.

The liquidator shall be remunerated at a rate of {{liquidator_remuneration_amount}} {{currency}} per {{remuneration_period}} [or {{percentage_of_assets}}% of the realised assets].

3. POWERS OF THE LIQUIDATOR

IT IS FURTHER RESOLVED that the liquidator shall have all powers conferred upon a liquidator by law, including but not limited to the power to:

a) Institute or defend any action or other legal proceeding in the name of and on behalf of the Company.

b) Carry on the business of the Company as far as may be necessary for the beneficial winding up thereof.

c) Pay any class of creditors in full.

d) Make any compromise or arrangement with creditors or persons claiming to be creditors or having any claim, present or future, certain or contingent, ascertained or sounding only in damages against the Company.

e) Compromise all calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the Company and a contributory or alleged contributory or other debtor or person apprehending liability to the Company, and all questions in any way relating to or affecting the assets or the winding up of the Company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.

4. CESSATION OF BUSINESS

IT IS FURTHER RESOLVED that, save for the purpose of the winding up process, the Company shall cease to carry on its business activities with immediate effect from the date of this resolution.

5. DIRECTORS' AUTHORITY

IT IS FURTHER RESOLVED that, following the appointment of the liquidator, the powers of the directors of the Company shall cease, except insofar as the liquidator may sanction the continuance thereof, or as may be necessary for the proper conduct of the winding up process.

6. FILING REQUIREMENTS

IT IS FURTHER RESOLVED that the liquidator and/or the company secretary be and are hereby authorised to take all steps necessary to file the requisite documents with the Registrar of Companies in {{country}} within the prescribed timeframe, including the notice of the special resolution for voluntary winding up and the appointment of the liquidator.

7. INDEMNITY

IT IS FURTHER RESOLVED that the Company shall indemnify and hold harmless the liquidator against all costs, losses, damages, or liabilities incurred by them in good faith in the performance of their duties as liquidator, to the fullest extent permitted by law.

SIGNATURE BLOCK

___________________________

Director Signature: {{director_signature}}

Director Name: {{director_name}}

Date: {{date}}

___________________________

Company Secretary Signature: {{secretary_signature}}

Company Secretary Name: {{secretary_name}}

Date: {{date}}