​​​​​​​​​​​​​​​​​ ​THE BOURNE FIRM

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​​​​​​​​​​​​​​Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel. 

• Arrange for the board of directors to approve. The board of directors must approve the dissolution. This can be accomplished at a live meeting or by unanimous consent. If benefits plans exist, be certain to approve their termination, too.

• Notify the stockholders. Provide notice to the stockholders, or sole stockholder, of the proposed dissolution, if approval of the stockholder or stockholders will be obtained at a live meeting. 
  

• Arrange for approval by stockholders. The stockholders, or sole stockholder, generally must approve the dissolution. Like the approval of the board of directors, this can be done at a live meeting or by unanimous consent. Beware that if a stock option plan exists, dissolution might result in acceleration of stock options.

• File certificate or articles of dissolution. File the certificate or articles of dissolution with the secretary of state and, if necessary, make filings with the Internal Revenue Service regarding the corporation's 401(k) plan and other filings and notices for other benefit plans.

• Wind it down.  Settle all claims and complete winding down the corporation, including providing notice of dissolution to those who might have claims, defending any lawsuits and paying taxes. Dissolution generally does not eliminate claims that arose prior to dissolution. While winding down, be certain that directors and officers liability insurance remains in place.