When you close your corporation’s doors for good, you’ll need the proper paperwork to make it official.
One crucial document is a consent letter from the shareholders and directors agreeing to dissolve the company.
Drafting this letter can feel like a solemn task, but it’s a necessary step to wind down operations properly and legally.
The right words will ensure a smooth process and provide clarity for all parties involved during this transitional phase.
Sample Letters of Consent to Dissolve Corporation
Before diving into the sample letters, remember that each should be tailored to your corporation’s unique situation and aligned with your local regulations.
Consider these examples as a starting point to craft your personalized consent letter.
Letter 1: Unanimous Consent of Shareholders
Subject: Unanimous Consent of Shareholders to Dissolve [Corporation Name]
We, the undersigned, being all the shareholders of [Corporation Name], a [State] corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file a Certificate of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This unanimous written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 2: Consent of Directors
Subject: Consent of Directors to Dissolve [Corporation Name]
We, the undersigned, being all the directors of [Corporation Name], a [State] corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file a Certificate of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the board of directors of the Corporation.
Dated: [Date]
[Director Signatures]
Letter 3: Consent of Shareholders and Directors
Subject: Consent of Shareholders and Directors to Dissolve [Corporation Name]
We, the undersigned, being all the shareholders and directors of [Corporation Name], a [State] corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file a Certificate of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders and the board of directors of the Corporation.
Dated: [Date]
[Shareholder and Director Signatures]
Letter 4: Consent to Dissolve S Corporation
Subject: Consent to Dissolve [S Corporation Name]
We, the undersigned, being all the shareholders of [S Corporation Name], a [State] S corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by Subchapter S of the Internal Revenue Code; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 5: Consent to Dissolve Close Corporation
Subject: Consent to Dissolve [Close Corporation Name]
We, the undersigned, being all the shareholders of [Close Corporation Name], a [State] close corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 6: Consent to Dissolve Nonprofit Corporation
Subject: Consent to Dissolve [Nonprofit Corporation Name]
We, the undersigned, being all the members of [Nonprofit Corporation Name], a [State] nonprofit corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Nonprofit Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the members of the Corporation.
Dated: [Date]
[Member Signatures]
Letter 7: Consent to Dissolve Professional Corporation
Subject: Consent to Dissolve [Professional Corporation Name]
We, the undersigned, being all the shareholders of [Professional Corporation Name], a [State] professional corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Professional Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 8: Consent to Dissolve Public Benefit Corporation
Subject: Consent to Dissolve [Public Benefit Corporation Name]
We, the undersigned, being all the shareholders of [Public Benefit Corporation Name], a [State] public benefit corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Public Benefit Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 9: Consent to Dissolve Social Purpose Corporation
Subject: Consent to Dissolve [Social Purpose Corporation Name]
We, the undersigned, being all the shareholders of [Social Purpose Corporation Name], a [State] social purpose corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Social Purpose Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 10: Consent to Dissolve Benefit Corporation
Subject: Consent to Dissolve [Benefit Corporation Name]
We, the undersigned, being all the shareholders of [Benefit Corporation Name], a [State] benefit corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Benefit Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the shareholders of the Corporation.
Dated: [Date]
[Shareholder Signatures]
Letter 11: Consent to Dissolve Limited Liability Company (LLC)
Subject: Consent to Dissolve [LLC Name]
The undersigned, being all the members of [LLC Name], a [State] limited liability company (the “Company”), hereby consent to the dissolution of the Company under [Section of State LLC Act].
The members direct that the Company’s managers or authorized agents shall proceed to (i) collect all sums due or owing to the Company, (ii) pay or adequately provide for all of the Company’s debts, obligations, and liabilities, and (iii) distribute the Company’s remaining property and assets to the members by the Company’s Operating Agreement.
The members further authorize and direct the Company’s managers or authorized agents to execute and file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the Company’s dissolution.
Dated: [Date]
[Member Signatures]
Letter 12: Consent to Dissolve Cooperative Corporation
Subject: Consent to Dissolve [Cooperative Corporation Name]
We, the undersigned, being all the members of [Cooperative Corporation Name], a [State] cooperative corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Cooperative Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the members of the Corporation.
Dated: [Date]
[Member Signatures]
Letter 13: Consent to Dissolve Mutual Benefit Corporation
Subject: Consent to Dissolve [Mutual Benefit Corporation Name]
We, the undersigned, being all the members of [Mutual Benefit Corporation Name], a [State] mutual benefit corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Mutual Benefit Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the members of the Corporation.
Dated: [Date]
[Member Signatures]
Letter 14: Consent to Dissolve Religious Corporation
Subject: Consent to Dissolve [Religious Corporation Name]
We, the undersigned, being all the members of [Religious Corporation Name], a [State] religious corporation (the “Corporation”), hereby consent to the following resolutions:
RESOLVED, that the Corporation be dissolved and its affairs wound up by the [State] Religious Corporation Act; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to file Articles of Dissolution with the [State] Secretary of State and to take all other actions necessary or advisable to effect the dissolution of the Corporation.
This written consent shall be filed with the minutes of the proceedings of the members of the Corporation.
Dated: [Date]
[Member Signatures]
Letter 15: Consent to Dissolve Series LLC
Subject: Consent to Dissolve [Series LLC Name and Series Designation]
The undersigned, being all the members of [Series Name], a series of [LLC Name], a [State] series limited liability company (the “Series”), hereby consent to the dissolution of the Series under [Section of State LLC Act].
The members direct that the Series’ managers or authorized agents shall proceed to (i) collect all sums due or owing to the Series, (ii) pay or adequately provide for all of the Series’ debts, obligations, and liabilities, and (iii) distribute the Series’ remaining property and assets to the members by the Series’ Operating Agreement.
The members further authorize and direct the Series’ managers or authorized agents to execute and file a Certificate of Termination with the [State] Secretary of State and to take all other actions necessary or advisable to effect the Series’ dissolution.
Dated: [Date]
[Member Signatures]
Concluding Thoughts: Dissolving Your Corporation
Dissolving a corporation is a significant decision that requires careful planning and execution.
By obtaining written consent from your shareholders, directors, or members, you’re taking a vital step in the process.
Remember, these sample letters are just a starting point.
Be sure to consult with your legal counsel to ensure your consent letter meets all the necessary legal requirements and aligns with your corporation’s specific circumstances.
With the right preparation and documentation, you can close this chapter of your business journey with confidence and move on to your next venture.