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Board Resolution Closure

The board of directors of a corporation passed resolutions to voluntarily dissolve the corporation due to lack of business opportunities and losses, authorize officers to carry out dissolution, publish notices of dissolution, and authorize a consulting firm to file necessary documents for dissolution with government agencies.

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Jay Gadiane
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1K views

Board Resolution Closure

The board of directors of a corporation passed resolutions to voluntarily dissolve the corporation due to lack of business opportunities and losses, authorize officers to carry out dissolution, publish notices of dissolution, and authorize a consulting firm to file necessary documents for dissolution with government agencies.

Uploaded by

Jay Gadiane
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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BOARD RESOLUTION

KNOW ALL MEN BY THESE PRESENTS:

The Board of Directors of (INSERT NAME OF CORPORATION), with


principal office address at (insert principal office address), held a Special
Meeting at the aforementioned principal office on (insert date), during which
majority of the Board of Directors were present and the following resolutions
were unanimously approved and adopted:

“RESOLVED, that ___________, due to lack of business


opportunities and substantial losses, the Board of Directors were
herein constrained to voluntarily dissolve its corporation and close its
business operations effective on (insert date), subject to the approval
of the Securities and Exchange Commission.

RESOLVED, that ___________ officers are directed and


authorized to do all acts necessary and proper for such dissolution in
compliance with all government regulations.

RESOLVED, that a written notice of the proposed dissolution


will be published in (insert name of newspaper), a newspaper of
general circulation published in the place where the principal office of
the corporation is located, for two (2) consecutive weeks.

RESOLVED FURTHER, that the Board of Directors of


_________, have duly authorized and directed TOKYO
CONSULTING FIRM – PHILIPPINE BRANCH to sign, execute,
endorse, deliver and file, for and on behalf of _________, all the
necessary documents and other supporting papers to be filed with the
Bureau of Internal Revenue (BIR), Securities and Exchange
Commission (SEC), and other government agencies, as well as to do
all other acts and deeds necessary to carry into effect the dissolution of
the Corporation;

RESOLVED FINALLY, that the foregoing resolutions shall


remain valid and subsisting and in full force and effect unless
otherwise revoked and/or amended in writing by a subsequent
resolution adopted by the Board of Directors.”

IN WITNESS WHEREOF, we hereunto affix our hands this (insert date)


at ____________________.

1
_______________________________ _______________________________
(INSERT NAME) (INSERT NAME)
Director Director
Tax Identification No. (TIN) 360-584-208 Tax Identification No. (TIN) 482-760-047

_______________________________ ________________________________
(INSERT NAME) (INSERT NAME)
Director Director
Tax Identification No. (TIN) Tax Identification No. (TIN)

_______________________________
(INSERT NAME)
Director
Tax Identification No. (TIN)

SUBSCRIBED AND SWORN to before me this (insert date) at


_________________, affiants exhibited to me their respective Tax Identification
No. (TIN) as indicated below their signature as competent evidence of their
identities.

Doc. No.: ________;


Page No.: ________; NOTARY PUBLIC
Book No.: _______;
Series of (insert current year).

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