Board Resolution - Voluntary Dissolution

BOARD RESOLUTION — VOLUNTARY DISSOLUTION

[COMPANY NAME], a Delaware stock corporation

I. BOARD ACTION AND REQUIRED MATERIALS

Document Type:
☐ Minutes of a Meeting of the Board of Directors Called for the Purpose of Considering Dissolution
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware stock corporation (the "Corporation")
Delaware File Number: [FILE NUMBER]
Original Certificate Filing Date: [DATE]
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

Before adoption, attach or identify:

1. the current certificate of incorporation, bylaws, Board composition, stock ledger, class and series rights, voting agreements, and approval requirements;
2. the current Delaware entity status, franchise-tax and annual-report status, and Division of Corporations form and fee instructions;
3. complete asset, debt, contract, litigation, contingent-claim, employee, benefits, tax, environmental, regulatory, insurance, and foreign-qualification inventories;
4. the proposed § 275 approval path, certificate effective date, and any post-August 1, 2026 service-of-process information;
5. counsel's written selection of the § 280 / § 281(a) or § 281(b) claimant-and-distribution path; and
6. the wind-up budget, reserve methodology, authorized-officer limits, adviser instructions, closing certificates, and specific prior-actions schedule below.

Delete every unused option. This form is for a Delaware stock corporation proceeding under § 275. A corporation that has not begun business or issued shares, a nonstock corporation, an insolvent or bankruptcy estate, or a regulated entity requires a different path.

II. RECITALS

WHEREAS, the Board of Directors (the "Board") has reviewed the materials identified in Schedule 1, including the Corporation's assets, liabilities, claims, contracts, operations, capital structure, class rights, tax status, employee and benefits matters, insurance, and regulatory obligations;

WHEREAS, after considering that record, the Board has determined in its judgment that dissolution is advisable and in the best interests of the Corporation and its stockholders;

WHEREAS, the Board has not determined through this resolution that assets are sufficient, that any reserve is adequate, that any claim is barred, or that any distribution may lawfully be made;

WHEREAS, counsel has identified the approval and filing path in Article III and the claimant-and-distribution path in Article IV;

NOW, THEREFORE, BE IT RESOLVED, that the Board adopts the following resolutions:

III. DISSOLUTION AUTHORIZATION AND FILING

3.1 Select the Section 275 Approval Path

Select exactly one statutory authorization path:

☐ Board and stockholder meeting path — § 275(a)-(b):

☐ A majority of the whole Board adopted the dissolution resolution at a meeting called for that purpose; or

☐ Unless restricted by the certificate or bylaws, all current Board members adopt it by written or electronic consent under § 141(f), and the consent is filed with the Board minutes after action.

The Corporation shall then give each stockholder entitled to vote as of the applicable notice record date the notice required by § 275(a), the certificate, bylaws, and other applicable law. At the duly called stockholder meeting, authorization requires the vote of a majority of the outstanding stock entitled to vote, subject to any valid greater requirement. The completed notice, class-vote, quorum, and vote record shall be attached in Schedule 2.

☐ All-stockholder written-consent path — § 275(c): All stockholders entitled to vote on dissolution authorize it in writing without action of the directors. The separate unanimous stockholder consent is attached. This Board resolution records proposed wind-up controls but is not the statutory authorization required by § 275(c).

RESOLVED, that for the Board path the Board deems dissolution advisable, adopts this dissolution resolution, and recommends the dissolution to the stockholders;

3.2 Optional Abandonment Provision

Complete one option:

☐ Included: This resolution expressly provides under § 275(e) that, after stockholder authorization or consent but before the Certificate of Dissolution becomes effective, the Board may abandon the proposed dissolution without further stockholder action, subject to contract rights and further Board action documenting the abandonment.

☐ Not included: The Board receives no § 275(e) abandonment authority under this resolution.

3.3 Certificate of Dissolution and August 1, 2026 Transition

Proposed filing date: [DATE]

Proposed effective date and time: [DATE / TIME]

The Authorized Officer may execute, acknowledge, and file only the current Division of Corporations form and certificate that match the § 275 version in effect at the certificate's effective time.

☐ Effective before August 1, 2026: Counsel has confirmed the certificate contains the information required by then-effective § 275(d).

☐ Effective on or after August 1, 2026: Counsel has confirmed the certificate also contains the agreement and service-copy address required by new § 275(d)(6) and (i). The closing plan accounts for new § 275(h), under which the registered agent's authority and responsibilities terminate when the Certificate of Dissolution filing becomes effective, except for process received before effectiveness.

3.4 Delaware Tax and Report Prerequisites

Before filing, the Chief Financial Officer and filing professional shall complete Schedule 3. Under § 277, all Delaware franchise taxes due or assessable through the entire calendar month in which dissolution becomes effective must be paid, and all annual franchise-tax reports, including the final report for the effective year, must be filed, subject to § 277's filed-instrument proviso.

3.5 Filing Authorization and Certificate

No Certificate of Dissolution may be submitted until Schedule 4 confirms the selected § 275 authorization, exact certificate contents, § 277 status, current form and fees, proposed effective time, service-of-process transition, and absence of a Board abandonment.

IV. CLAIMS, RESERVES, AND DISTRIBUTION PATH

Select exactly one path after Delaware dissolution counsel reviews the full claim inventory:

4.1 Section 280 and Section 281(a) Path

☐ The Corporation elects to follow §§ 280 and 281(a). After dissolution, counsel shall control the notices to claimants, contingent or unmatured contractual claims, publications, certified or registered mailings, claim and rejection deadlines, security offers, and required Court of Chancery petitions in Schedule 5. Partial use of § 280 is not authorized.

Under this path, the Corporation shall pay claims and post security as required by § 281(a), apply available assets by priority and ratably among equal-priority claims when assets are insufficient, and make no stockholder distribution before the statutory distribution restriction has expired, including at least 150 days from the last § 280(a)(3) rejection notice if any rejection notice is given.

4.2 Section 281(b) Plan Path

☐ The Corporation does not follow § 280. Before expiration of the § 278 period, the Board shall separately adopt the completed Schedule 6 plan of distribution under § 281(b). The plan must address known claims and obligations, including known contingent, conditional, or unmatured contractual claims; pending actions; and unknown or unarisen claims that, based on known facts, are likely to arise or become known within 10 years after dissolution. It must apply available assets by priority and ratably among equal-priority claims when assets are insufficient.

4.3 No Automatic Liability Conclusion

Section 281(c)'s director-liability rule depends on compliance with § 281(a) or (b). Section 282's stockholder-liability limits depend on distributions made under § 281 and the statute's other conditions. This resolution does not deem those conditions satisfied or authorize reliance on either protection before counsel signs the applicable distribution certificate.

4.4 Distribution Approval

No officer may make a stockholder distribution by title alone. Each proposed distribution requires a separate Board resolution identifying the amount or property, recipient classes and rights, selected § 281 path, remaining claims and reserves, asset priorities, and a signed Schedule 7 distribution certificate.

V. WINDING-UP PLAN AND AUTHORITY

5.1 Section 278 Purpose and Period

After dissolution, § 278 continues the Corporation for three years, or a longer period the Court of Chancery directs, for suits and gradual settlement and closing of business, disposition of property, discharge of liabilities, and distribution of remaining assets—but not to continue the business for which it was organized. An action begun before or within that three-year period continues for that action until resulting judgments, orders, or decrees are fully executed.

5.2 Asset, Contract, and Operational Actions

No blanket authority is granted to sell assets, settle litigation, assume new obligations, terminate contracts, waive claims, abandon property, or close an account. Any material item not completed above requires further Board approval.

5.3 Adviser-Controlled Workstreams

Schedule 8 shall assign and calendar the tax, payroll, employee, benefits, insurance, environmental, privacy, securities, regulatory, licensing, records, litigation, creditor, foreign-withdrawal, and governmental-filing workstreams. This resolution does not prescribe a tax form, employee notice, retention period, coverage termination, or regulatory filing.

5.4 Authorized Officers and Limits

Only the named officers may implement the dissolution and winding up, and only within these resolutions and schedules. No officer may select or change the § 275 or § 281 path, make a distribution, settle a material claim, change a reserve, dispose of a material asset, continue ordinary business, or waive a closing condition without further Board approval.

5.5 Existing Indemnification and Insurance

Counsel and the insurance adviser shall identify in Schedule 8 any existing indemnification, advancement, insurance, runoff, tail, notice, premium, or claims-reporting rights and obligations. This resolution does not create new indemnification or coverage, expand an existing right, or authorize cancellation before adviser review.

5.6 Winding-Up Closing Certificate

Before filing, paying a disputed or contingent claim, disposing of a material asset, terminating material coverage, or closing the final account, the Authorized Officer, Chief Financial Officer, Secretary, and counsel shall sign the applicable Schedule 4, 7, or 9 certificate.

5.7 Specific Prior Actions

RESOLVED FURTHER, that only prior actions specifically listed in Schedule 10, after disclosure to the Board and only to the extent within the Corporation's power and consistent with the approved dissolution path, are ratified. If Schedule 10 lists no action, no prior action is ratified.

VI. COMPLIANCE CHECKLIST

☐ Delaware stock-corporation path confirmed; §§ 274 and 276 marked not applicable
☐ Certificate, bylaws, stock ledger, class rights, and voting requirements reviewed
☐ One § 275 authorization path selected and completed
☐ Section 275(e) abandonment option expressly included or excluded
☐ Certificate effective date checked against the August 1, 2026 statutory transition
☐ Section 277 franchise taxes and annual reports confirmed
☐ Current Division form, certificate contents, fee, and filing instructions confirmed
☐ Complete asset, claim, litigation, contract, tax, employee, benefits, environmental, regulatory, insurance, and foreign-jurisdiction inventories completed
☐ One §§ 280–281 distribution path selected by Delaware dissolution counsel
☐ Required notices, publications, mailings, security offers, court petitions, or § 281(b) plan completed
☐ Asset priority, reserve, and insufficiency analysis completed
☐ No stockholder distribution made without a separate Board approval and Schedule 7 certificate
☐ Winding-up authority complies with § 278 and does not continue ordinary business
☐ Adviser workstreams and foreign withdrawals completed or calendared
☐ Filing, distribution, and final winding-up certificates signed at the applicable stage

VII. CORPORATE LAW

The internal corporate authorization, Delaware filing, and statutory winding-up paths reflected in these resolutions are governed by the DGCL and the Corporation's certificate of incorporation and bylaws. Contracts, asset dispositions, settlements, employment matters, benefit plans, insurance, taxes, and foreign withdrawals retain their separately applicable law and approved terms.

VIII. EXECUTION

Option A — Unanimous Written Consent

Unless the certificate of incorporation or bylaws restrict action without a meeting, 8 Del. C. § 141(f) permits Board action when all Board members consent in writing or by electronic transmission. After action is taken, the consent record must be filed with the Board minutes.

IN WITNESS WHEREOF, the undersigned, constituting all current Board members, consent to these resolutions effective at the Effective Time.

Option B — Meeting Minutes Certification

For the § 275(a) Board path, a majority of the whole Board must adopt the dissolution resolution at a meeting called for that purpose.

I, [NAME], Secretary of [COMPANY NAME], certify that these resolutions were adopted at a meeting called for the purpose of considering dissolution on [DATE], with the following vote after applying the governing documents:

Whole Board then serving: [NUMBER]

Directors present: [NUMBER]

Directors voting for approval: [NUMBER]

Directors voting against / abstaining / recused: [DESCRIBE]

_________________________________
[NAME], Secretary
Date: ______________

SCHEDULES

Schedule 1 — Materials Actually Reviewed

Schedule 2 — Section 275 Approval Record

Schedule 3 — Delaware Franchise-Tax and Annual-Report Certificate

Schedule 4 — Dissolution Filing Certificate

The undersigned certify immediately before filing that:

☐ The § 275 authorization in Schedule 2 is complete and no abandonment has been adopted.

☐ The current official form and certificate match the entity type and proposed effective time.

☐ Every item required by the § 275 version effective at that time is included.

☐ For effectiveness on or after August 1, 2026, the § 275(i) agreement and service-copy address are complete and the § 275(h) registered-agent transition is addressed.

☐ Section 277 and current Division fee requirements are satisfied.

Schedule 5 — Sections 280 and 281(a) Claims Calendar

Schedule 6 — Section 281(b) Plan of Distribution

Schedule 7 — Distribution Certificate

Before each distribution, the Board and undersigned shall confirm:

☐ The selected § 281 path has been followed and all applicable timing restrictions have expired.

☐ Claims, priorities, payments, security, and reserves remain current and sufficient under the selected path.

☐ The distribution amount, property, recipient class, and class or series rights are stated in a separate Board resolution.

☐ The distribution leaves the Corporation able to complete the approved wind-up plan and adviser workstreams.

Schedule 8 — Adviser Workstreams

Schedule 9 — Final Winding-Up Certificate

☐ Material assets have been disposed of or retained only as documented.

☐ Claims, litigation, taxes, contracts, employees, benefits, insurance, environmental, regulatory, records, and foreign-jurisdiction matters are complete or supported by continuing reserves and responsible persons.

☐ Final accounts, books, service address, and record custody are documented.

☐ No remaining action requires Court-appointed trustees or receivers under § 279 or an extension under § 278, or counsel has filed the required application.

Schedule 10 — Specific Prior Actions

OFFICIAL SOURCES AND FORMS

• Delaware Code, Title 8, Chapter 1, Subchapter IV (§ 141)
• Delaware Code, Title 8, Chapter 1, Subchapter X (§§ 275–282)
• 85 Del. Laws, chapter 279 — § 275 changes effective August 1, 2026
• Delaware Division of Corporations — Dissolutions and Cancellations
• Delaware Division of Corporations — Corporation Forms
• Delaware Division of Corporations — § 275 Certificate of Dissolution PDF
• Delaware Division of Corporations — Current Fees
• Authenticated Delaware Code, Title 8 PDF — current through June 11, 2026