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Board Resolution For Dissolution Of Company Template for New Zealand

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Key Requirements PROMPT example:

Board Resolution For Dissolution Of Company

"I need a Board Resolution for Dissolution of Company for my New Zealand tech startup that has successfully sold all its assets and intellectual property to a larger company, with the dissolution to be completed by March 2025."

Document background
The Board Resolution For Dissolution Of Company is a crucial document required under New Zealand corporate law when a company decides to cease operations and formally dissolve. This document is typically used when shareholders and directors agree to wind up the company's affairs, whether due to achievement of business objectives, strategic restructuring, or financial considerations. The resolution must comply with the Companies Act 1993 and other relevant New Zealand legislation, and should be prepared after careful consideration of the company's financial position, obligations to creditors, and employee matters. It serves as the primary evidence of the board's decision to dissolve and provides authorization for subsequent actions required in the dissolution process. The document is essential for filing with the Companies Office and communicating with stakeholders about the company's dissolution.
Suggested Sections

1. Meeting Details: Date, time, location of the board meeting, and attendance details of directors

2. Quorum Confirmation: Confirmation that the meeting has the required number of directors present as per the company constitution

3. Background: Context explaining why the company is being dissolved and confirmation that proper consideration has been given to the decision

4. Review of Financial Position: Statement confirming review of company's financial position and ability to pay all creditors

5. Resolution: Formal resolution to dissolve the company, including specific actions to be taken

6. Dissolution Process: Steps to be taken to dissolve the company, including appointment of responsible persons

7. Legal Compliance: Confirmation of compliance with Companies Act 1993 and other relevant legislation

8. Authorization: Authorization of specific directors/officers to execute necessary documents and take required actions

9. Signatures: Signatures of directors and date of signing

Optional Sections

1. Insolvency Declaration: Required if company is being dissolved due to insolvency, including statement of insolvency and appointment of liquidator

2. Employee Provisions: Required if company has employees, detailing treatment of employment contracts and final payments

3. Asset Distribution: Required if company has remaining assets to be distributed, detailing distribution plan

4. Subsidiary Companies: Required if company has subsidiary companies, addressing their treatment

5. Intellectual Property: Required if company owns IP rights, detailing their treatment or transfer

6. Outstanding Contracts: Required if company has ongoing contracts, addressing their termination or transfer

Suggested Schedules

1. Schedule 1: Financial Statement: Current financial position of the company including assets and liabilities

2. Schedule 2: Creditor List: List of all creditors and amounts owed

3. Schedule 3: Asset Register: Detailed list of company assets and their proposed disposition

4. Appendix A: Notice to Registrar: Draft notice to be filed with the Companies Office

5. Appendix B: Director Certificates: Certificates from directors confirming solvency or insolvency as applicable

6. Appendix C: Stakeholder Communications: Draft communications to employees, customers, and suppliers regarding dissolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses

























Relevant Industries

Corporate Services

Legal Services

Financial Services

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Hospitality

Real Estate

Education

Non-Profit Organizations

Relevant Teams

Legal

Finance

Corporate Governance

Board of Directors

Executive Leadership

Compliance

Risk Management

Corporate Secretariat

Human Resources

Administrative Support

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Board Chairman

Compliance Officer

Financial Controller

Risk Manager

Corporate Secretary

Liquidator

Insolvency Practitioner

Industries






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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