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Shareholders Resolution Approving Voluntary Dissolution of the Company

This template provides a formal resolution passed by the shareholders of a company to voluntarily dissolve the entity. It is used when shareholders collectively decide to cease business operations and wind up the company.

Updated 16d ago
shareholders resolutionvoluntary dissolutioncompany winding-upcorporate governancelegal complianceSME finance

{{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}}, a company duly incorporated under the laws of {{country_of_incorporation}} with registration number {{company_registration_number}} and having its registered office at {{company_registered_address}} (hereinafter referred to as “the Company”).

Preamble

WHEREAS, the Board of Directors of the Company has recommended to the shareholders that it is in the best interests of the Company and its shareholders to voluntarily dissolve the Company.

WHEREAS, the Company has determined that it has no outstanding material liabilities or obligations, or that adequate provision has been made for the discharge thereof.

WHEREAS, the shareholders deem it appropriate and necessary to approve the voluntary dissolution of the Company and authorize all necessary actions to effectuate such dissolution.

Resolution to Voluntarily Dissolve

IT IS HEREBY RESOLVED, by the unanimous consent of the shareholders of the Company, that the Company shall be voluntarily dissolved in accordance with the provisions of {{relevant_company_act_section}} of the {{country_of_incorporation}} Companies Act, {{year}} (or equivalent legislation).

Appointment of Liquidator/Winding-Up Committee

IT IS FURTHER RESOLVED, that {{liquidator_name}} of {{liquidator_address}} be and is hereby appointed as the liquidator (or as members of the Winding-Up Committee) of the Company, with full power and authority to wind up the affairs of the Company, including without limitation, to collect all assets, pay all debts and liabilities, and distribute any remaining assets to the shareholders in accordance with their respective rights and interests.

The liquidator shall be remunerated at a rate of {{liquidator_remuneration_amount}} {{currency}} per {{remuneration_period}} (or as otherwise agreed in writing).

Authorization of Actions

IT IS FURTHER RESOLVED, that the Liquidator, Directors, and Officers of the Company be and are hereby authorized, empowered, and directed to take any and all steps and actions, and to execute and deliver any and all documents, instruments, and certificates, that they may deem necessary or advisable to carry out the intent of this Resolution and to effectuate the voluntary dissolution and winding-up of the Company, including, but not limited to, filing all necessary notices and forms with the relevant regulatory authorities in {{country_of_incorporation}}.

Effective Date of Dissolution

IT IS FURTHER RESOLVED, that the effective date of the dissolution shall be {{effective_dissolution_date}}, or such other date as determined by the Liquidator and approved by the relevant governmental authorities.

Shareholder Acknowledgment

We, the undersigned shareholders of {{company_name}}, holding {{percentage_of_shares}}% of the total issued share capital of the Company, hereby acknowledge, approve, and consent to the foregoing resolutions.

Certification

I, the undersigned, Secretary of {{company_name}}, hereby certify that the foregoing is a true and correct copy of a resolution duly passed by the shareholders of the Company on the date first above written and that such resolution is in full force and effect and has not been revoked or amended.

Signature Block

Signed this {{day_of_signing}} day of {{month_of_signing}}, {{year_of_signing}}.

___________________________

{{shareholder_signature_1}}

Shareholder Name: {{shareholder_name_1}}

Shareholding: {{shareholder_shares_1}} shares ({{shareholder_percentage_1}}%)

___________________________

{{shareholder_signature_2}}

Shareholder Name: {{shareholder_name_2}}

Shareholding: {{shareholder_shares_2}} shares ({{shareholder_percentage_2}}%)

___________________________

{{secretary_signature}}

Company Secretary Name: {{secretary_name}}

Date: {{date}}

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