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Shareholders Resolution Approving Voluntary Dissolution Of The Company

Shareholders Resolution Approving Voluntary Dissolution Of The Company Template for Canada

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Key Requirements PROMPT example:

Shareholders Resolution Approving Voluntary Dissolution Of The Company

"I need a Shareholders Resolution Approving Voluntary Dissolution Of The Company for my small tech startup in Ontario, which has ceased operations and has no outstanding debts or liabilities, to be effective March 1, 2025."

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Document background
The Shareholders Resolution Approving Voluntary Dissolution Of The Company is a fundamental document required when a Canadian corporation decides to cease operations and formally dissolve. It's used when shareholders agree to voluntarily wind up the company's affairs, typically after the business has completed its purpose, becomes inactive, or faces circumstances making continued operation impractical. The resolution must comply with either federal requirements under the Canada Business Corporations Act or relevant provincial corporate legislation. This document forms part of the official dissolution package filed with government authorities and serves as evidence that proper corporate authorization was obtained for the dissolution. It includes crucial details about the dissolution decision, asset distribution plans, and authorization for officers to proceed with all necessary steps to complete the dissolution process.
Suggested Sections

1. Title and Date: Formal identification of the document as a shareholders' resolution and the date of the resolution

2. Company Information: Legal name of the corporation, registration number, and registered office address

3. Recitals: Background information including reference to relevant legislation, confirmation of shareholder authority, and meeting details if applicable

4. Notice Confirmation: Confirmation that proper notice was given or waived for the resolution

5. Quorum and Voting Rights: Confirmation of quorum and voting rights of shareholders present/participating

6. Resolution to Dissolve: The formal resolution stating the decision to voluntarily dissolve the corporation

7. Authorization of Officers: Authority granted to officers to file articles of dissolution and handle necessary documentation

8. General Implementation Authority: Broad authorization to take all necessary steps to implement the dissolution

9. Certification: Signature section confirming the resolution's validity and adoption

Optional Sections

1. Distribution Plan: Details of how remaining assets will be distributed, used when there are significant assets to be distributed

2. Creditor Arrangements: Specific provisions for dealing with creditors, used when there are outstanding debts

3. Tax Matters: Special tax considerations or instructions, used when complex tax issues exist

4. Employee Matters: Provisions regarding employee termination and benefits, used when there are current employees

5. Regulatory Compliance: Special provisions for regulatory compliance, used for regulated industries

6. Subsidiary Dispositions: Instructions for handling subsidiary companies, used when subsidiaries exist

Suggested Schedules

1. Schedule A - Shareholder Information: List of shareholders and their respective holdings/votes

2. Schedule B - Director's Certificate: Certificate confirming the corporation's ability to dissolve

3. Schedule C - Asset Distribution Plan: Detailed plan for distribution of remaining assets

4. Schedule D - Notice of Meeting: Copy of notice sent to shareholders (if applicable)

5. Schedule E - Corporate Search: Recent corporate search confirming active status and good standing

6. Appendix 1 - Required Government Forms: Copies of required dissolution forms to be filed with relevant authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology

Manufacturing

Retail

Professional Services

Financial Services

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Mining

Entertainment

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Administrative

Corporate Secretariat

Board of Directors

Shareholder Relations

Risk Management

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Corporate Governance Officer

Compliance Officer

General Counsel

Managing Director

Company Secretary

Finance Director

Legal Director

Business Owner

Corporate Administrator

Shareholder Relations Manager

Industries
Canada Business Corporations Act (CBCA): Federal legislation governing the incorporation, operation, and dissolution of Canadian corporations, specifically Part XVII (Liquidation and Dissolution) which outlines procedures for voluntary dissolution
Income Tax Act: Federal tax legislation requiring tax clearance certificates and final tax returns before company dissolution
Provincial Business Corporations Act: Provincial legislation (varies by province) governing corporate operations and dissolution procedures for provincially incorporated companies
Employment Standards Act: Provincial legislation ensuring proper handling of employee-related matters during company dissolution, including final wages and severance payments
Securities Act: Provincial legislation governing requirements for publicly traded companies, including disclosure obligations during dissolution
Excise Tax Act: Federal legislation requiring GST/HST account closure and final returns during dissolution process
Personal Property Security Act: Provincial legislation governing secured creditors' rights and treatment of secured assets during dissolution
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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