A Board Resolution To Close Business is a crucial corporate document required when a company decides to terminate its operations. This resolution must be drafted in accordance with U.S. federal and state corporate laws, documenting the board's official decision to wind down the business. The document typically includes the rationale for closure, plans for asset disposition, creditor settlements, employee termination procedures, and regulatory compliance requirements. It serves as legal protection for the board members and provides clear authority for those tasked with implementing the closure process. The resolution is particularly important for maintaining proper corporate records and meeting regulatory requirements during the dissolution process.
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1. Header: Company name, date, and meeting details
2. Attendance Record: List of board members present and absent
3. Recitals: Background information and reasons for closure
4. Resolution Statement: Formal declaration of the board's decision to close
5. Dissolution Plan: Specific steps for winding down operations
6. Authorization: Empowerment of specific individuals to execute closure
7. Signature Block: Signatures of board members and corporate secretary
1. Asset Distribution Plan: Details of how company assets will be distributed and disposed of
2. Employee Termination Plan: Process and timeline for terminating employment relationships and final payroll arrangements
3. Creditor Settlement Plan: Approach and timeline for settling all outstanding debts and obligations
4. Tax Considerations: Special provisions relating to final tax returns and obligations
1. Schedule A - Asset Inventory: Complete list of company assets and their estimated values
2. Schedule B - Creditor List: Comprehensive list of all creditors and amounts owed
3. Schedule C - Employee Information: Details of all employees and their termination arrangements
4. Appendix 1 - Timeline: Detailed closure timeline with key milestones and deadlines
5. Appendix 2 - Required Filings: List of all necessary government and regulatory filings with deadlines
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