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Shareholders Resolution Approving Voluntary Dissolution of the Company

This template is a formal resolution passed by the shareholders of a company to voluntarily dissolve the company, outlining the terms and effective date of the dissolution. It is used when shareholders agree to wind down the company's operations.

Updated 15d ago
shareholdersresolutiondissolutionvoluntarycompanywinding upcorporate governanceafrica

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHAREHOLDERS RESOLUTION APPROVING VOLUNTARY DISSOLUTION OF THE COMPANY

Passed on this {{day}} day of {{month}}, {{year}}

At a duly convened meeting of the shareholders of {{company_name}}, registration number {{company_registration_number}}, held at {{meeting_location}}.

WHEREAS

A. The Board of Directors of {{company_name}} (the “Company”) has recommended the voluntary dissolution of the Company due to {{reason_for_dissolution}}.

B. The shareholders have considered the recommendation of the Board of Directors and deem it to be in the best interests of the Company and its shareholders to proceed with a voluntary dissolution in accordance with the provisions of applicable corporate law.

RESOLVED, THAT:

1. Voluntary Dissolution. The Company shall be voluntarily dissolved pursuant to the provisions of {{relevant_corporate_act_name_and_section}} of {{country_name}}.

2. Effective Date of Dissolution. The voluntary dissolution of the Company shall be effective on {{effective_date_of_dissolution}} or such other date as the Board of Directors may determine, subject to compliance with all statutory requirements.

FURTHER RESOLVED, THAT:

3. Appointment of Liquidator. {{liquidator_name}} (Identity Document/Passport No. {{liquidator_id_number}}), residing at {{liquidator_address}}, be and is hereby appointed as the liquidator of the Company (the “Liquidator”) with effect from the effective date of dissolution.

4. Powers of Liquidator. The Liquidator shall have all the powers necessary and incidental to wind up the affairs of the Company, including but not limited to, collecting all debts due to the Company, selling or otherwise disposing of the Company’s assets, paying all debts and liabilities of the Company, distributing the remaining assets among the shareholders according to their respective rights and interests, and completing all necessary filings with regulatory authorities.

5. Remuneration of Liquidator. The Liquidator shall be entitled to remuneration at a rate of {{liquidator_remuneration_details}}.

FURTHER RESOLVED, THAT:

6. Indemnification. The Company shall indemnify and hold harmless the Liquidator from and against any and all claims, liabilities, costs, damages, and expenses arising out of the performance of their duties as Liquidator, except for those arising from their gross negligence or willful misconduct.

7. Authorisation to Act. Any one director or the company secretary is hereby authorised to do all things and take all steps necessary to give effect to this resolution, including but not limited to, signing and filing all necessary documents with {{relevant_regulatory_body}} and any other applicable authorities.

CERTIFICATION

We, the undersigned shareholders of {{company_name}}, hereby certify that the foregoing resolutions were duly passed at a meeting of the shareholders held on the date first above written and that these resolutions are in full force and effect.

Signature Block

___________________________

{{shareholder_1_name}}

Shareholder Signature

Date: {{signature_date_1}}

___________________________

{{shareholder_2_name}}

Shareholder Signature

Date: {{signature_date_2}}

(Add more signature lines as needed for additional shareholders)

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