Alabama Corporation Voluntary Dissolution and Closure Packet

ALABAMA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use for a solvent Alabama domestic business corporation after authorization under Ala. Code § 10A-2A-14.02. The separate incorporator or initial-director route in § 10A-2A-14.01 needs a different certificate.

Complete and sign the certificate in Section 4. For mail filing, use the Secretary of State's current form and payment instructions; the agency also offers online filing. Confirm the current method and fee before submission.

1. Corporation and Route Profile

Attach the certificate of incorporation and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Alabama Approval Gate

The board first adopts an authorizing resolution and ordinarily recommends dissolution, subject to the statute's conflict or special-circumstances exception. Meeting approval requires notice to every stockholder and, unless the certificate or board sets a greater vote, greater quorum, or voting-group requirement, stockholder approval at a meeting where a quorum consisting of a majority of votes entitled to be cast exists. Unanimous written consent may authorize dissolution without director action under subsection (f).

Core approval source verified for this packet: Ala. Code § 10A-2A-14.02 (dissolution by board and stockholders).

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board ADOPTS this resolution authorizing a proposal for voluntary dissolution under the Alabama approval route documented above. Stockholder approval remains required. Section 10A-2A-14.02(f) separately permits all stockholders entitled to vote to authorize dissolution by written consent without board action;

RESOLVED, that the board [RECOMMENDS STOCKHOLDER APPROVAL / MAKES NO RECOMMENDATION BECAUSE OF THE FOLLOWING CONFLICT OR SPECIAL CIRCUMSTANCE: ________]. If it makes no recommendation, the board will inform stockholders of the basis;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Board chair or secretary signature: [________________________________] Date: [__/__/____]

Shareholder Approval Record

Meeting chair or secretary signature: [________________________________] Date: [__/__/____]

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Certificate of Dissolution

ARTICLES OF DISSOLUTION (CERTIFICATE OF DISSOLUTION) — ALABAMA BUSINESS CORPORATION

The corporation delivers this certificate to the Alabama Secretary of State under Ala. Code § 10A-2A-14.03.

1. Current recorded name: [________________________________]

2. Alabama entity ID: [____-____-____]

3. Date dissolution was authorized: [__/__/____]

4. Authorization route:

☐ The board adopted the proposal and the stockholders approved it at a meeting. The proposal was duly approved as required by Chapter 10A-2A and the certificate of incorporation. Total votes entitled to be cast: [____]. Votes for: [____]. Votes against: [____].

☐ The board adopted the proposal and stockholders approved it by separately voting groups. Attach a schedule showing for each group the votes entitled, votes for, and votes against. The proposal was duly approved as required by Chapter 10A-2A and the certificate of incorporation.

☐ All stockholders entitled to vote consented in writing without board action under § 10A-2A-14.02(f). Attach copies of all signed consents. The proposal was duly approved as required by Chapter 10A-2A and the certificate of incorporation.

Preparer name and address: [________________________________]

I sign for the corporation as an authorized officer: [OFFICE].

Signature: [________________________________] Date: [__/__/____]

Printed name: [________________________________] Capacity: [________________________________]

Filing and Effectiveness Control

Under Ala. Code § 10A-2A-14.03, the corporation delivers a certificate of dissolution for filing after authorization and is dissolved when that certificate takes effect. The dissolved corporation then continues only for appropriate winding-up activity under § 10A-2A-14.05. Do not treat internal approval, filing, tax closure, and completion of winding up as interchangeable events.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]