Dissolution of Corporation Agreement

Dissolution of Corporation Agreement: Everything You Need to Know

When a corporation decides to dissolve, it means that the company will cease to exist as a legal entity. The dissolution of a corporation may arise due to different reasons, such as bankruptcy, retirement, or a strategic decision to end operations. Regardless of the reasons, a dissolution of corporation agreement is an essential document that outlines the process of closing down a corporation.

In this article, we`ll highlight some key points related to the dissolution of corporation agreement.

What is a Dissolution of Corporation Agreement?

A dissolution of corporation agreement, also known as articles of dissolution, is a legal document that specifies the process of closing down a corporation. The agreement outlines the procedures that the corporation must follow to dissolve and wind down its operations. It also contains provisions for the distribution of assets, liabilities, and other obligations during the dissolution process.

Why is a Dissolution of Corporation Agreement Necessary?

A dissolution of corporation agreement is necessary because it ensures that the corporation follows the proper procedures for winding down its operations. Without this agreement, the corporation may be exposed to legal liabilities and lawsuits. The agreement protects the interest of the stakeholders by making sure that the corporation satisfies its obligation to its creditors and distributes any remaining assets to shareholders.

What are the Steps Involved in a Dissolution of Corporation?

The dissolution of a corporation involves several steps. Some of these steps include the following:

1. Board Resolution: The corporation`s board of directors must pass a resolution to dissolve the corporation. The resolution should include the date of dissolution and the reason for the dissolution.

2. Shareholder Approval: After passing the board resolution, the shareholders must approve the dissolution. The shareholders must vote on the resolution in accordance with the provisions in the corporation`s bylaws.

3. Filing Articles of Dissolution: The corporation must file articles of dissolution with the relevant state authority. The articles of dissolution should include the corporation`s name, date of dissolution, and a statement that the corporation has followed the proper procedures for dissolution.

4. Notifying Creditors: The corporation must notify creditors of the dissolution and provide a deadline for the submission of claims.

5. Liquidating Assets: The corporation must liquidate its assets and use the proceeds to pay off its debts and obligations.

6. Distributing Remaining Assets: After the corporation has paid off all its debts and obligations, it must distribute the remaining assets to shareholders.


A dissolution of corporation agreement is essential for any corporation that wishes to dissolve. The agreement outlines the proper procedures for winding down operations, protects the interest of stakeholders, and ensures that the corporation satisfies its obligations to creditors. If you need help with drafting a dissolution of corporation agreement, consider working with a legal professional who has experience in corporate law.

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