---
title: "Prepare a dissolution started by the board and the stockholders"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/run-a-members-voluntary-winding-up-of-a-solvent-company/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-J20261018-5-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare a dissolution started by the board and the stockholders

> 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.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/run-a-members-voluntary-winding-up-of-a-solvent-company/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Run a members’ voluntary winding up of a solvent company](https://ailawframework.com/practice/commercial-and-corporate-advisory/run-a-members-voluntary-winding-up-of-a-solvent-company.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- There is no solvency declaration in § 275. Do not add one.
- Subsection (i) continues with how process is served on the Secretary of State. Read it. Do not add a fee the section does not state in the sentence you use.
- State law governs; confirm the governing state before relying on this.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter X (dissolution)](https://delcode.delaware.gov/title8/c001/sc10/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [ASIC Form 205: notification of resolution](https://ailawframework.com/precedents/commercial-and-corporate-advisory/form-asic-205-notification-of-resolution.md) | Form | Yellow | Link to ASIC Form 205, the notification that a resolution has been passed. The form page gives it for a change of name or type, an altered constitution, or a winding up. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*