Prepare a dissolution started by the board and the stockholders
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Draft the board's dissolution resolution and the stockholder-meeting notice from the record date and the vote figures the lawyer supplies. Leave the vote result blank. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- What the lawyer must review
- Section 275: if the board judges that the corporation should be dissolved, the board, after a resolution adopted by a majority of the whole board at a meeting called for that purpose, shall give notice of the resolution and of a stockholder meeting to each stockholder entitled to vote as of the record date. If a majority of the outstanding stock entitled to vote votes for dissolution, a certificate of dissolution is filed with the Secretary of State. Dissolution may also be authorized without director action if all the stockholders entitled to vote consent in writing. Subsection (d): the certificate is executed, acknowledged and filed, and becomes effective, in accordance with § 103, which you open. It sets forth the corporation's name, the date dissolution was authorized, whether it was authorized under subsections (a) and (b) or under subsection (c), the names and addresses of the directors and officers, the date the original certificate of incorporation was filed, and the agreement in subsection (i). Under subsection (i) the corporation agrees that it may be served with process in Delaware in a proceeding to enforce an obligation of the dissolved corporation, irrevocably appoints the Secretary of State as its agent to accept that service, and specifies the address to which a copy is sent. You read the rest of subsection (i) before the certificate is filed. The section does not require a solvency statement. You check every sentence before the notice goes out. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.