Section 12 Form-Resolution of Directors

• Library: Business Transitions 2009 Forms

Because the directors may be exposed to the risk of liability in the course of dissolving the corporation, they should have the fullest possible discussion of the plan of liquidation and dissolution at a board of directors meeting, including a discussion of (1) the dissolution’s fairness to all of the corporation’s shareholders and creditors and (2) making full disclosure to the shareholders.

If the board of directors is recommending dissolution under § 351.464.2, RSMo 2000, the following form of resolution may be useful. The board’s resolutions should contain detailed information on the board’s discussions concerning the dissolution.

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Resolutions of the Board of Directors

Whereas, the Board of Directors of XYZ...