Plan of Dissolution and Liquidation

PLAN OF DISSOLUTION AND LIQUIDATION

PART I: LEGAL FRAMEWORK

1.1 Introduction

This Plan of Dissolution and Liquidation (the "Plan") sets forth the terms and procedures for the orderly winding up, liquidation, and dissolution of [________________________________] (the "Corporation"), a corporation organized under the laws of the State of [________________________________].

1.2 Corporation Information

1.3 Statutory Framework

The dissolution of the Corporation shall be conducted in accordance with applicable state and federal law, including the following principal statutory provisions:

(a) Delaware General Corporation Law (DGCL).

• Section 275 — Dissolution Generally; Procedure. Provides that dissolution may be authorized by (i) the board of directors and stockholders or (ii) the consent of all stockholders entitled to vote. Requires filing of a Certificate of Dissolution with the Delaware Secretary of State.
• Section 276 — Dissolution of Joint Venture Corporation Having Two Stockholders.
• Section 278 — Continuation of Corporation After Dissolution for Purposes of Suit and Winding Up. A dissolved corporation continues its corporate existence for three (3) years after dissolution (or such longer period as the Court of Chancery may direct) for the purpose of prosecuting and defending suits, settling and closing business, disposing of and conveying property, and discharging liabilities.
• Section 280 — Notice to Claimants; Filing of Claims. Provides an elective procedure for giving notice to creditors and handling claims against the dissolved corporation. Requires published notice and direct notice to known claimants, with a minimum 60-day claims period.
• Section 281 — Payment and Distribution to Claimants and Stockholders. Provides two pathways: (a) if the Section 280 procedures were followed, or (b) the default procedure if Section 280 was not followed.
• Section 282 — Liability of Stockholders of Dissolved Corporations. Stockholders who receive distributions are liable to the extent of the distribution received for claims against the dissolved corporation.

(b) Model Business Corporation Act (MBCA).

• Section 14.02 — Dissolution by Board of Directors and Shareholders. Requires board recommendation and stockholder approval.
• Section 14.03 — Articles of Dissolution. Specifies contents and filing requirements.
• Section 14.04 — Revocation of Dissolution. Permits revocation before dissolution becomes effective.
• Section 14.05 — Effect of Dissolution. Corporation continues for winding up purposes.
• Section 14.06 — Known Claims Against Dissolved Corporation. Requires written notice to known claimants with at least 120 days to respond.
• Section 14.07 — Other Claims Against Dissolved Corporation. Requires publication notice for unknown claimants, with claims barred if not received within five (5) years.

(c) Federal Tax Provisions.

• 26 U.S.C. § 331 — Distributions in complete liquidation treated as payment in exchange for stock (capital gain/loss treatment for shareholders).
• 26 U.S.C. § 336 — Liquidating corporation recognizes gain or loss on distribution of property as if sold at fair market value.
• 26 U.S.C. § 6043 — Corporation must file an information return (Form 966) within 30 days of adoption of plan of dissolution.
• IRS Form 966 — Corporate Dissolution or Liquidation (filing required within 30 days of plan adoption).

1.4 Reasons for Dissolution

The Board of Directors has determined that dissolution of the Corporation is advisable for the following reasons (check all that apply):

☐ The Corporation has fulfilled the purpose for which it was organized
☐ The Corporation is no longer economically viable as a going concern
☐ The stockholders have determined to cease business operations
☐ The Corporation's business has been sold or transferred to another entity
☐ The Corporation has insufficient capital to continue operations
☐ Irreconcilable differences among stockholders
☐ Expiration of the Corporation's stated term of existence
☐ Other: [________________________________]

PART II: BOARD RESOLUTION AUTHORIZING DISSOLUTION

2.1 Board Meeting

A meeting of the Board of Directors of [________________________________] was duly called and held on [__/__/____] at [________________________________], at which a quorum of directors was present and acting throughout.

Directors Present:
| Name | Title |
|---|---|
| [________________________________] | [________________________________] |
| [________________________________] | [________________________________] |
| [________________________________] | [________________________________] |
| [________________________________] | [________________________________] |
| [________________________________] | [________________________________] |

Directors Absent:
| Name | Title |
|---|---|
| [________________________________] | [________________________________] |

2.2 Board Resolutions

Upon motion duly made, seconded, and unanimously adopted, the Board of Directors resolved as follows:

RESOLVED, that the Board of Directors hereby determines that it is advisable and in the best interests of the Corporation and its stockholders that the Corporation be dissolved, wound up, and its affairs liquidated in accordance with applicable law;

RESOLVED FURTHER, that the Board of Directors hereby adopts, approves, and recommends to the stockholders of the Corporation for their approval this Plan of Dissolution and Liquidation, substantially in the form presented to the Board;

RESOLVED FURTHER, that the Board of Directors hereby directs that the Plan and dissolution of the Corporation be submitted to the stockholders for approval at a special meeting of stockholders to be held on [__/__/____], or by written consent in lieu of a meeting;

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to take all actions necessary or advisable to carry out the dissolution, winding up, and liquidation of the Corporation, including but not limited to:

(a) Filing a Certificate of Dissolution (or Articles of Dissolution) with the Secretary of State of [________________________________];

(b) Filing IRS Form 966 within thirty (30) days of the adoption of this Plan;

(c) Filing all required federal, state, and local tax returns;

(d) Providing notice to all known creditors and publishing notice to unknown creditors;

(e) Liquidating and distributing the Corporation's assets in accordance with the Plan;

(f) Executing and delivering any documents, instruments, or agreements necessary to effectuate the foregoing; and

(g) Taking any other actions as may be required or desirable to complete the dissolution.

RESOLVED FURTHER, that the officers of the Corporation are authorized to engage legal counsel, accountants, liquidating agents, and other professionals as may be necessary to assist in the dissolution process;

RESOLVED FURTHER, that the Corporation shall maintain adequate reserves for the payment of known and reasonably anticipated liabilities, including without limitation the costs of dissolution, tax liabilities, and contingent claims; and

RESOLVED FURTHER, that any officer of the Corporation, acting alone, is authorized to execute and deliver any and all documents and instruments and to take any and all actions that may be necessary or advisable to effectuate the purpose and intent of the foregoing resolutions.

Vote:
☐ Unanimous
☐ Approved by [____] directors in favor, [____] opposed, [____] abstaining

Date of Board Approval: [__/__/____]

PART III: SHAREHOLDER APPROVAL

3.1 Stockholder Approval Requirements

Under applicable law, dissolution requires the following stockholder approval:

(a) Delaware (DGCL § 275). Dissolution requires:

• A resolution adopted by the board of directors declaring dissolution advisable; AND
• Approval by a majority of the outstanding stock entitled to vote thereon at a duly called meeting; OR
• Written consent of all stockholders entitled to vote thereon (no board action required if all stockholders consent).

(b) MBCA (§ 14.02). Dissolution requires:

• Board recommendation; AND
• Approval by a majority of all votes entitled to be cast on the dissolution, unless the articles of incorporation require a greater vote.

3.2 Notice to Stockholders

☐ Notice of Special Meeting sent to all stockholders of record on [__/__/____]
☐ Information Statement or Proxy Statement distributed on [__/__/____]
☐ Meeting held on [__/__/____]

OR

☐ Written Consent in Lieu of Meeting solicited beginning [__/__/____]

3.3 Stockholder Vote

Method of Approval:
☐ Special Meeting of Stockholders
☐ Written Consent in Lieu of Meeting
☐ Annual Meeting of Stockholders

Results:
| Voting Class | Shares Entitled to Vote | Shares Voted For | Shares Voted Against | Shares Abstaining |
|---|---|---|---|---|
| Common Stock | [________________________________] | [________________________________] | [________________________________] | [________________________________] |
| Preferred Stock (if applicable) | [________________________________] | [________________________________] | [________________________________] | [________________________________] |

Required Vote: ☐ Majority of outstanding shares ☐ Supermajority ([____]%) ☐ Unanimous consent
Result: ☐ Approved ☐ Not Approved

Date of Stockholder Approval: [__/__/____]

3.4 Revocation Rights

The Corporation may revoke the dissolution at any time prior to the effective date of the Certificate of Dissolution (or Articles of Dissolution) by obtaining the same stockholder approval required for dissolution. Under MBCA Section 14.04, a corporation may revoke its dissolution within 120 days of its effective date.

PART IV: CERTIFICATE OF DISSOLUTION AND FILING PROCEDURES

4.1 Certificate of Dissolution

Upon approval by the stockholders, the Corporation shall prepare and file a Certificate of Dissolution (or Articles of Dissolution) with the Secretary of State of the state of incorporation.

Delaware Certificate of Dissolution Requirements (DGCL § 275(d)):

The Certificate of Dissolution shall set forth:

(a) The name of the Corporation;
(b) The date dissolution was authorized;
(c) That dissolution was authorized by the board of directors and stockholders (or by the consent of all stockholders);
(d) The names and addresses of the directors and officers;
(e) The date of filing of the original Certificate of Incorporation with the Secretary of State; and
(f) That all taxes due under Delaware law have been paid or will be paid upon dissolution.

4.2 Filing Checklist

☐ Certificate of Dissolution prepared and executed by authorized officer
☐ All Delaware franchise taxes paid through the effective date of dissolution
☐ All annual franchise tax reports filed through dissolution
☐ Filing fee paid to the Secretary of State ($204.00 for Delaware; fees vary by state)
☐ Certificate filed with the Secretary of State on [__/__/____]
☐ Confirmation of filing received on [__/__/____]
☐ File Number/Confirmation Number: [________________________________]

4.3 Effective Date of Dissolution

The dissolution shall become effective on:

☐ The date the Certificate of Dissolution is filed with the Secretary of State
☐ A future effective date specified in the Certificate: [__/__/____]

4.4 Post-Filing Notices

Upon filing the Certificate of Dissolution:

☐ Notify the Internal Revenue Service (IRS Form 966 — see Part VII)
☐ Notify the state tax authority of [________________________________]
☐ Notify other states where the Corporation is registered to do business (foreign qualification withdrawals)
☐ Cancel assumed/fictitious business name registrations
☐ Cancel business licenses and permits
☐ Notify registered agent (if applicable)

PART V: WINDING UP PROCESS

5.1 Cessation of Business

Upon the effective date of dissolution, the Corporation shall:

(a) Cease all business operations except as necessary for the orderly winding up and liquidation of its affairs;
(b) Not engage in any new business activity;
(c) Continue only such operations as are necessary to preserve the value of the Corporation's assets, collect receivables, wind down pending matters, and complete the liquidation; and
(d) Continue its corporate existence for the purpose of prosecuting and defending suits, settling and closing business, disposing of property, and discharging liabilities, as permitted by applicable law.

Practice Note (DGCL § 278). Under Delaware law, a dissolved corporation continues its corporate existence for three (3) years after dissolution for winding-up purposes. The Court of Chancery may extend this period.

5.2 Asset Liquidation

The Corporation shall liquidate its assets in the following manner and order:

(a) Cash and Cash Equivalents. Consolidate all cash and cash equivalents into a single account maintained for the dissolution process.

(b) Accounts Receivable. Collect all outstanding accounts receivable. Where collection in full is not feasible, the Corporation may compromise claims at amounts determined reasonable by the Board or its designee.

(c) Real Property. Sell or otherwise dispose of all real property owned by the Corporation, at fair market value or such other price as the Board determines to be reasonable under the circumstances.

(d) Personal Property and Equipment. Sell or otherwise dispose of all tangible personal property, equipment, furniture, fixtures, vehicles, and inventory, at prices determined reasonable by the Board.

(e) Intellectual Property. Sell, assign, license, or otherwise dispose of all patents, trademarks, copyrights, trade secrets, domain names, and other intellectual property owned by the Corporation.

(f) Investments and Securities. Liquidate all investments, securities, and equity interests in other entities.

(g) Contracts and Leases. Terminate, assign, or allow to expire all contracts, leases, and other agreements, in accordance with their terms and applicable law.

(h) Insurance Policies. Maintain necessary insurance policies through the winding-up period; cancel policies as appropriate upon completion of winding up; obtain tail coverage where advisable.

Asset Liquidation Schedule:

5.3 Creditor Notification and Claims Procedure

5.3.1 Notice to Known Creditors

The Corporation shall provide written notice of the dissolution to all known creditors. The notice shall:

(a) State that the Corporation has been dissolved;

(b) Describe the information that must be included in a claim (identity, basis, and amount);

(c) Provide a mailing address to which claims must be sent;

(d) State the deadline by which claims must be received (not fewer than sixty (60) days from the date of notice under DGCL § 280, or 120 days under MBCA § 14.06); and

(e) State that claims not received by the deadline will be barred.

Delaware (DGCL § 280) — Known Claimants:
☐ Written notice sent to known claimants on [__/__/____]
☐ Deadline for claims set as: [__/__/____] (minimum 60 days from notice)
☐ Mailing address for claims: [________________________________]

MBCA (§ 14.06) — Known Claimants:
☐ Written notice sent to known claimants on [__/__/____]
☐ Deadline for claims set as: [__/__/____] (minimum 120 days from notice)

5.3.2 Notice to Unknown Creditors

The Corporation shall publish notice of the dissolution in a newspaper of general circulation in the county in which the Corporation's principal office is located (or as required by state law).

Delaware (DGCL § 280) — Unknown Claimants:
☐ Publication notice published in [________________________________] on [__/__/____]
☐ Claims deadline: [__/__/____] (not fewer than 60 days from publication)
☐ Petition Court of Chancery to determine security for unmatured/contingent claims: ☐ Yes ☐ No ☐ N/A

MBCA (§ 14.07) — Unknown Claimants:
☐ Publication notice published in [________________________________] on [__/__/____]
☐ Claimants must present claims within five (5) years after publication

5.3.3 Claims Processing

5.4 Payment of Liabilities

The Corporation shall pay or make provision for all liabilities in the following order of priority:

(a) Costs and expenses of the dissolution, winding up, and liquidation (including professional fees);

(b) Claims of secured creditors, to the extent of the value of the collateral;

(c) Claims of employees for wages, salaries, and accrued benefits;

(d) Claims of taxing authorities (federal, state, and local);

(e) Claims of unsecured creditors (including trade creditors, contract counterparties, and judgment creditors);

(f) Provision for contingent, unmatured, and disputed claims (reserve); and

(g) All other claims and obligations.

Liability Summary:

5.5 Reserves for Contingent Liabilities

The Corporation shall establish and maintain a reserve (the "Contingency Reserve") in an amount reasonably determined by the Board to be sufficient to satisfy:

(a) Contingent liabilities and claims that may arise during the winding-up period;

(b) Expenses of final tax return preparation and tax payments;

(c) Professional fees and expenses associated with completing the dissolution;

(d) Insurance premiums for tail coverage (if applicable); and

(e) Any amounts required by court order.

Contingency Reserve Amount: $[________________________________]

Practice Note (DGCL § 280/281 Election). Delaware provides two alternative claims procedures: the elective procedure under Sections 280/281(a) (which involves Court of Chancery oversight of security for contingent claims) and the default procedure under Section 281(b) (which requires the corporation to adopt a plan providing for payment of claims and reasonable provision for claims not yet made known). The election of procedure should be made in consultation with counsel.

PART VI: DISTRIBUTIONS TO SHAREHOLDERS

6.1 Distribution Timing and Priority

After payment of or adequate provision for all liabilities, expenses, and reserves, the remaining assets of the Corporation shall be distributed to the stockholders in the following order:

(a) Preferred Stock. Holders of preferred stock shall receive distributions in accordance with their liquidation preferences, as set forth in the Corporation's Certificate of Incorporation:

(b) Common Stock. After satisfaction of all preferred stock liquidation preferences, the remaining assets shall be distributed ratably to the holders of common stock based on the number of shares held.

6.2 Form of Distributions

Distributions may be made in the form of:

☐ Cash
☐ Property (in kind distributions at fair market value)
☐ A combination of cash and property

6.3 Distribution Mechanics

(a) Record Date. The Board shall establish a record date for distributions.

(b) Interim Distributions. The Corporation may make one or more interim distributions as assets are liquidated and liabilities are satisfied, provided adequate reserves are maintained.

(c) Final Distribution. The Corporation shall make a final distribution to stockholders after all assets have been liquidated, all liabilities have been satisfied or provided for, and the winding-up process is substantially complete.

(d) Withholding. All distributions shall be subject to applicable federal, state, and local tax withholding requirements.

6.4 Distribution Schedule

6.5 Delaware Timing Restriction (DGCL § 281)

If the Corporation has followed the Section 280 claims procedure, no distribution to stockholders shall be made before the expiration of 150 days from the date of the last notice of rejection given to any claimant under Section 280.

PART VII: TAX CONSIDERATIONS

7.1 IRS Form 966 — Corporate Dissolution or Liquidation

(a) Filing Requirement. The Corporation must file IRS Form 966 (Corporate Dissolution or Liquidation) within thirty (30) days of the date the resolution or plan of dissolution is adopted. A certified copy of this Plan must be attached.

(b) Amended Form 966. If this Plan is amended or supplemented after the initial filing, an additional Form 966 must be filed within thirty (30) days of such amendment.

☐ IRS Form 966 filed on [__/__/____]
☐ Certified copy of Plan attached
☐ Amended Form 966 filed (if applicable) on [__/__/____]

7.2 Corporate-Level Tax Consequences (IRC § 336)

(a) Recognition of Gain or Loss. Under Section 336 of the Code, the Corporation must recognize gain or loss on the distribution of property in complete liquidation as if such property were sold to the distributee at its fair market value. This applies to both in-kind and cash distributions.

(b) Built-In Gains Tax (S Corporations). If the Corporation is an S corporation that was formerly a C corporation, distributions of appreciated property may be subject to the built-in gains tax under Section 1374 of the Code if the property was held during the recognition period.

(c) Depreciation Recapture. The Corporation must recognize depreciation recapture income under Sections 1245 and 1250 of the Code on the distribution of depreciable property.

7.3 Shareholder-Level Tax Consequences (IRC § 331)

(a) Capital Gain or Loss Treatment. Under Section 331 of the Code, amounts received by stockholders in complete liquidation are treated as full payment in exchange for stock. Stockholders recognize capital gain or loss equal to the difference between the fair market value of the assets received and the adjusted basis of the stock surrendered.

(b) Installment Method. If liquidating distributions are made in more than one taxable year, stockholders may apply liquidating distributions first against their stock basis (return of capital) and recognize gain only after basis has been fully recovered.

(c) Character of Gain or Loss. If the stock is a capital asset in the stockholder's hands, the gain or loss is capital gain or loss (long-term if held for more than one year).

(d) Basis of Distributed Property. Under Section 334(a) of the Code, stockholders take a basis in distributed property equal to its fair market value at the time of distribution.

7.4 Information Reporting — Form 1099-DIV

The Corporation must file Form 1099-DIV for each stockholder receiving a liquidating distribution of $600 or more, reporting the distribution in Box 8 (Cash Liquidation Distributions) or Box 9 (Noncash Liquidation Distributions) or Box 10 (Other Liquidation Distributions), as applicable.

7.5 Final Tax Returns

The following final tax returns must be filed:

☐ Federal Income Tax Return (Form 1120 or 1120-S) — File for the short taxable year ending on the date of final liquidation; check the "Final Return" box
☐ State Income/Franchise Tax Returns — File final returns in all states where the Corporation has nexus
☐ Final Payroll Tax Returns — Form 941 (quarterly), Form 940 (annual unemployment), state payroll tax returns; check "Final Return" boxes
☐ Final K-1s (S Corporations) — Issue final Schedule K-1s to all shareholders
☐ Form 1099-DIV — Liquidating distributions to shareholders
☐ Form 1096 — Annual summary and transmittal of U.S. information returns
☐ State Sales/Use Tax Returns — File final returns and close accounts
☐ State Annual Reports — File final reports or withdraw foreign qualifications
☐ Other: [________________________________]

Tax Filing Schedule:

PART VIII: STATE-SPECIFIC FILING REQUIREMENTS

8.1 State Filing Comparison Table

The following table summarizes dissolution filing requirements in key states. Counsel should confirm current requirements and fees.

8.2 Foreign Qualification Withdrawal

If the Corporation is qualified to do business as a foreign corporation in other states, the Corporation must file a withdrawal (or similar document) in each such state.

Foreign Qualifications to Withdraw:

PART IX: POST-DISSOLUTION LIABILITY AND TAIL PROVISIONS

9.1 Continuation of Corporate Existence

After dissolution, the Corporation continues its corporate existence for the purposes of winding up, including:

(a) Prosecuting and defending lawsuits;
(b) Settling and closing business;
(c) Disposing of and conveying property;
(d) Discharging or making provision for liabilities; and
(e) Distributing remaining assets to stockholders.

Duration:

• Delaware (DGCL § 278): Three (3) years, subject to extension by the Court of Chancery
• MBCA (§ 14.05): No specific time limit; continues until winding up is complete
• Other states: Varies (see state-specific table in Part VIII)

9.2 Director and Officer Liability Post-Dissolution

Directors and officers of a dissolved corporation may remain liable for:

(a) Distributions made to stockholders when the Corporation had insufficient assets to pay creditors (DGCL § 174; DGCL § 282);

(b) Breach of fiduciary duties in conducting the winding-up process;

(c) Failure to make adequate provision for known or reasonably foreseeable claims; and

(d) Acts or omissions during the winding-up period.

Practice Note: Directors should ensure that D&O insurance coverage extends through the winding-up period and includes tail coverage for claims arising after dissolution. The Corporation's indemnification obligations survive dissolution.

9.3 Stockholder Liability Post-Dissolution

Under DGCL Section 282 and comparable state statutes, stockholders who receive distributions in liquidation may be personally liable to creditors of the dissolved corporation, but only to the extent of the distributions received.

9.4 Tail Coverage Considerations

☐ D&O insurance tail coverage obtained: ☐ Yes ☐ No ☐ Pending
☐ Coverage period: [________________________________]
☐ General liability tail coverage obtained: ☐ Yes ☐ No ☐ Pending
☐ Professional liability tail coverage obtained: ☐ Yes ☐ No ☐ N/A
☐ Workers' compensation final audit completed: ☐ Yes ☐ No ☐ N/A

PART X: DISSOLUTION CHECKLIST

10.1 Pre-Dissolution Checklist

☐ Board resolution adopted authorizing dissolution
☐ Stockholder approval obtained
☐ Legal counsel engaged for dissolution process
☐ Accountant/tax advisor engaged for final tax filings
☐ Asset inventory and valuation completed
☐ Liability inventory completed
☐ Contingent liability analysis completed
☐ D&O insurance reviewed; tail coverage arranged
☐ Employee notification plan prepared
☐ WARN Act analysis completed (if applicable)

10.2 Filing and Notice Checklist

☐ IRS Form 966 filed within 30 days of Plan adoption
☐ Certificate of Dissolution filed with Secretary of State
☐ Written notice sent to known creditors
☐ Published notice for unknown creditors
☐ Foreign qualification withdrawal filings submitted
☐ Business license and permit cancellations submitted
☐ Assumed/fictitious name cancellations filed
☐ EIN cancellation letter sent to IRS

10.3 Asset Liquidation Checklist

☐ Cash consolidated into dissolution account
☐ Accounts receivable collected or compromised
☐ Real property sold and deeds transferred
☐ Personal property and equipment sold or disposed of
☐ Intellectual property sold, assigned, or abandoned
☐ Investments and securities liquidated
☐ Contracts terminated, assigned, or expired
☐ Leases terminated
☐ Bank accounts closed (except dissolution account)

10.4 Liability Payment Checklist

☐ All known creditor claims paid or resolved
☐ All employee wages, salaries, and benefits paid
☐ All federal tax liabilities paid
☐ All state and local tax liabilities paid
☐ Contingency reserve established
☐ Security posted for unmatured/contingent claims (if required)

10.5 Distribution and Closing Checklist

☐ Interim distributions made (if applicable)
☐ Final distribution made to stockholders
☐ Final federal tax return filed
☐ Final state tax returns filed
☐ Final payroll tax returns filed
☐ Forms 1099-DIV issued to shareholders
☐ Final Schedule K-1s issued (S corporation)
☐ Corporate minute book and records archived
☐ Dissolution account closed
☐ Final report to stockholders distributed

PART XI: GENERAL PROVISIONS

11.1 Authority of Officers

The officers of the Corporation are authorized and directed to take all actions and execute all documents necessary or desirable to implement this Plan and to complete the dissolution, winding up, and liquidation of the Corporation.

11.2 Amendment

This Plan may be amended by the Board of Directors at any time prior to the filing of the Certificate of Dissolution, without stockholder approval, unless such amendment materially changes the Plan in a manner that adversely affects the rights of stockholders. After filing, amendments to the Plan may be made by the Board to the extent permitted by applicable law.

11.3 Governing Law

This Plan shall be governed by and construed in accordance with the laws of the State of [________________________________], including its dissolution and winding-up statutes.

11.4 Severability

If any provision of this Plan is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

11.5 Effective Date

This Plan is effective as of the date of stockholder approval: [__/__/____], and shall remain in effect until the dissolution and winding up of the Corporation is completed.

PART XII: SIGNATURES

IN WITNESS WHEREOF, the Board of Directors and the stockholders of the Corporation have adopted this Plan of Dissolution and Liquidation.

AUTHORIZED OFFICER:

Name: [________________________________]
Title: [________________________________]
Signature: ______________________________
Date: [__/__/____]

BOARD CHAIR/SECRETARY:

Name: [________________________________]
Title: [________________________________]
Signature: ______________________________
Date: [__/__/____]

STOCKHOLDER APPROVAL CERTIFICATION

I, [________________________________], Secretary of [________________________________], hereby certify that this Plan of Dissolution and Liquidation was duly approved by the stockholders of the Corporation on [__/__/____], in accordance with applicable law and the Corporation's governing documents.

Signature: ______________________________
Name: [________________________________]
Title: Secretary
Date: [__/__/____]

[Corporate Seal]

Sources and References

• Del. Code Ann. tit. 8, § 275 — Dissolution Generally; Procedure (https://delcode.delaware.gov/title8/c001/sc10/index.html)
• Del. Code Ann. tit. 8, §§ 280–282 — Claims Procedure and Stockholder Liability (https://delcode.delaware.gov/title8/c001/sc10/index.html)
• Model Business Corporation Act §§ 14.02–14.07 (2016 Revision) — ABA (https://www.americanbar.org/groups/business_law/resources/model-business-corporation-act/)
• 26 U.S.C. § 331 — Gain or Loss to Shareholder in Corporate Liquidations (https://www.law.cornell.edu/uscode/text/26/331)
• 26 U.S.C. § 336 — Gain or Loss Recognized on Property Distributed in Complete Liquidation (https://www.law.cornell.edu/uscode/text/26/336)
• IRS Form 966 — About Form 966, Corporate Dissolution or Liquidation (https://www.irs.gov/forms-pubs/about-form-966)
• Delaware Division of Corporations — Dissolutions and Cancellations (https://corp.delaware.gov/disso09/)
• The Tax Adviser — Determining Tax Consequences of Corporate Liquidation (https://www.thetaxadviser.com/issues/2012/sep/casestudy-sep2012/)
• Delaware Chancery Law Blog — Delaware Dissolution Procedures (https://delawarechancery.foxrothschild.com/dissolution-2/delaware-dissolution-procedures-the-extent-of-potential-director-liability/)

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney and tax professional licensed in your jurisdiction. Dissolution requirements vary significantly by state. Do not use without professional legal and tax review. Prepared for ezel.ai legal template platform.