This document contains a draft resolution of a company’s shareholders whereby the
company desires to appoint a liquidator to sell all of the company’s assets. A company
may need to liquidate its assets to repay debts to creditors. The liquidator is instructed
to distribute any funds remaining after all creditors have been paid to the company’s
shareholders. This document can be customized to fit the needs of any company
considering liquidation of all its assets.
RESOLUTION OF THE SHAREHOLDERS
[Insert Name of Corporation]
WHEREAS the Company desiresto appoint a Liquidator for all of the assets of the
Company for the purposes of selling the Company’s assets and repaying any and all debts which
may be due to various parties. The Liquidator upon selling the assets of the Company and
repaying any and all debts owing by it shall distribute any remaining surplus of funds from the
sale of assets of the Company to its Shareholders.
NOW THEREFORE BE IT RESOLVED THAT:
1. ____________________ (the “Liquidator”) be and is hereby appointed as the Liquidator
of the Company for the purposes of selling all of the assets of the Company to repay any
and all debts of the Company which may be due and owing. The Liquidator shall take all
steps necessary and appropriate to properly sell and repay the debts of the Company in
accordance with the laws of the governing jurisdiction.
2. The Liquidator shall distribute any remaining surplus of funds from the sale of assets of
the Company to its Shareholders.
3. The Liquidator shall at all times act in good faith for the benefit of the Company and
shall conduct its/his/her duties in accordance with the written instructions received by the
Shareholders of the Company.
4. The Liquidator shall prior to the sale of the assets of the Company, compile and submit to
the Shareholder for review a comprehensive and detailed list of the assets of the
5. The Liquidator shall take any and all steps reasonably necessary to advertise the sale of
assets of the Company. Any party wishing to purchase any of the assets of the Company
shall provide the Liquidator with a deposit in an amount equal to _____________ (___%)
percent of the purchase price for such assets.
6. The Liquidator shall have the right and option to retain any and all personnel as the
Liquidator in its/his/her sole discretion deems necessary to assist with the advertisement
and sale of the assets of the Company.
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7. After the sale of the assets of the Company is complete, the Liquidator shall prepare a
comprehensive and detailed report of its/his/her actions in relation to the sale of assets
and the debts paid by the Liquidator on behalf of the Company. Such report shall be
submitted to the Shareholders of the Company no later than ___________ (____) days’
after the sale of the assets of the Company is completed. In addition, the Liquidator shall
prepare and submit to the Shareholders of the Company a detailed account of any and all
expenses incurred by the Liquidator in connection with the Liquidator’s duties set out
DATED this ____ day of ______________, 2___.
THE UNDERSIGNED, being all of the Shareholders of the Company, hereby sign the
foregoing resolutions in accordance with the laws of the State of _______________ applicable
[Instruction: Depending on your jurisdiction, signature by an Officer on behalf of the
shareholders may be permitted after a meeting and a vote of the shareholders with proper
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