This resolution is voted on by the majority of the shareholders in a specific corporation
to voluntary liquidate the corporation's assets and dissolve the corporation. This
resolution also provides the commencement date of the voluntary liquidation and
winding up of corporate affairs. This resolution contains standard provisions that are
commonly included in these types of agreements, and may be customized to fit the
specific needs of any corporation. This resolution can be used by small businesses or
other entities that want to voluntary liquidate and sell the assets of a corporation.
Resolution to Voluntarily Liquidate
The shareholders of _____, a _______________ Corporation (“Corporation”), acting by a
majority vote, hereby resolve that Corporation should be liquidated and dissolved in accordance
to the laws of the State of ___________.
IT IS HEREBY RESOLVED, that Corporation shall wind up its affairs and be placed in
voluntary liquidation, to take effect on ___________ at _____________; and
IT IS FURTHER RESOLVED, that the officers of Corporation are, and each acting alone is,
hereby authorized to do and perform all such acts and things such as execution of documents and
certificates, as are deemed necessary by such officers to carry out the obligations and purposes of
the foregoing resolutions.
IT IS FURTHER RESOLVED, that any actions taken by the said officers of Corporation prior to
the foregoing Resolution adopted hereby that are within authority conferred upon them, are
ratified, confirmed, and approved as the acts and deeds of Corporation.
This Resolution shall be filed in the Minutes of Books of Corporation. This consent may be
signed in a number of counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
SIGNATURE ____________________ SIGNATURE ___________________
PRINT NAME ___________________ PRINT NAME __________________