District of Columbia Corporation Voluntary Dissolution and Closure Packet

DISTRICT OF COLUMBIA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Do not file this packet. Download the current DLCP Articles of Dissolution (Form DBU-7) and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.

1. Corporation and Route Profile

Attach the articles 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. District of Columbia Approval Gate

The board proposes and ordinarily recommends dissolution. Every shareholder receives notice of the proposed meeting, whether or not entitled to vote. Unless a valid greater requirement applies, approval occurs at a meeting with a quorum consisting of at least a majority of votes entitled to be cast.

Core approval source verified for this packet: D.C. Code § 29-312.02 (dissolution by board and shareholders).

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 proposes the attached terms of voluntary dissolution for submission to the shareholders for their approval;

RESOLVED, that the board [RECOMMENDS the proposal to the shareholders / DETERMINES that, because of the following conflict of interest or other special circumstances, it should make no recommendation: [REASONS]; and DIRECTS that the basis for this determination be communicated to the shareholders];

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.

Shareholder Approval Record

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

4. Filing and Effectiveness Control

Confirm whether state law uses one filing to commence dissolution, a later filing after winding up, or another sequence. Do not treat internal approval, state acceptance, 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]