Is a dissolution resolution required by law?

Most states require the dissolution to be authorized the way the entity's governing document specifies, and a written resolution is the standard way to prove that authorization happened. Some state dissolution forms ask you to certify that the vote occurred. Even where no form asks, keeping a signed resolution protects the owners and gives banks, the state, and the IRS a clear record that the closure was decided properly.

Who signs a dissolution resolution?

For an LLC, the members who approved the dissolution sign, or a manager authorized to record the decision does. For a corporation, the resolution reflects a board vote and a shareholder vote, and is typically signed by an officer such as the secretary, along with the meeting record. The point is to show that whoever had authority to decide actually did, in line with the operating agreement or bylaws.

What is the difference between a resolution and a plan of dissolution?

A resolution is the decision, a concise record that the owners voted to dissolve and authorized the filings. A plan of dissolution is the roadmap, a longer document describing how debts get paid and assets distributed. Corporations and nonprofits often have both: the plan sets out the how, and the resolution approves it. For a straightforward LLC, a single resolution frequently covers the decision on its own.

Does the dissolution resolution get filed with the state?

Usually not directly. The resolution stays in your company records. What gets filed is the articles or certificate of dissolution, which may ask you to certify that the resolution was passed. A dissolving corporation also attaches a certified copy of the resolution or plan to IRS Form 966. So the resolution supports the filings rather than being the filing itself, though a copy may travel with the federal paperwork.

Dissolution Resolution, What It Is & What to Include

Q: What should a dissolution resolution include?

At a minimum: the entity's legal name, the date of the decision, a clear statement that the members or shareholders approved dissolving the company, the intended effective date, and authorization for a named person to sign and file the dissolution documents, final tax returns, and account closures. Many also confirm that debts will be paid or provided for before assets are distributed. Keep it signed and dated in your records.

What is a dissolution resolution?

A dissolution resolution is the written record of the decision to close a company. It is the moment the owners stop talking about winding down and put the decision on paper: the entity will dissolve, the decision was authorized, and a specific person is empowered to carry out the filings that follow. For an LLC it records the members' agreement to dissolve; for a corporation it records the board's recommendation and the shareholders' approval.

The resolution is a governance document, not a state form. It lives in your company records alongside your operating agreement or bylaws. But it is load-bearing: the state dissolution form may ask you to certify that the resolution passed, and a corporation attaches a copy of it to its federal dissolution filing. In other words, the resolution is the decision that everything else — the articles of dissolutionthe final returns, the account closures — is built on top of. This page is general information about that document, not legal or tax advice for your specific situation.

The one-line version

A dissolution resolution is the signed decision to close the company. The filings that follow record and act on that decision.

Why do you need one?

Two reasons, one practical and one protective. The practical reason is that most states require the dissolution to be authorized in the way your governing document specifies — a member vote for an LLC, board approval and a shareholder vote for a corporation — and a written resolution is the standard way to prove that authorization happened. Several state dissolution forms literally ask you to certify that the required vote took place. Filing before the decision is properly recorded is a rejection risk.

The protective reason is quieter but just as important. A signed, dated resolution shows that the people with authority actually made the decision, together, on the record. That protects the owners if a former partner, a creditor, a bank, or the IRS later asks how the closure was decided. A company that simply stopped operating has no such record; a company with a clean resolution can point to exactly when and how it chose to dissolve. It is a small document that prevents large arguments.

Who approves it?

Approval follows the rules the entity already has. For an LLC, the members approve the dissolution the way the operating agreement requires — often a majority or a supermajority of membership interests — and the resolution records that vote. Where a manager is authorized to act, the manager may sign to memorialize the members' decision.

For a corporation, the sequence has two steps: the board of directors adopts a resolution recommending dissolution, and then the shareholders vote to approve it, usually by the margin the bylaws or the state statute require. The secretary or another officer records both actions. Nonprofits follow a similar board-and-members path, with the added constraint that remaining assets must go to another exempt purpose. In every case, the resolution should match the thresholds in your governing document — approving by a smaller margin than the document requires can undermine the whole filing. The companion record that proves the vote happened is your dissolution meeting minutes.

What should a dissolution resolution include?

Resolutions are short by design, but the useful ones cover a consistent set of points. Aim to include:

The entity's exact legal name and, helpfully, its state file or formation number.
The date of the decision and the type of meeting or written action it was taken by.
A clear resolving statement — that the members or shareholders approved dissolving and winding up the company.
The intended effective date of dissolution, where the state allows you to choose one.
Authorization to act — naming the member, manager or officer empowered to sign and file the dissolution documents, final tax returns, and account closures.
A note on liabilities — often a line confirming that debts will be paid or provided for before remaining assets are distributed.
Signatures and date from those approving, kept with the company records.

Where the closure is more involved — a corporation with assets, or a nonprofit — the resolution often approves a separate plan of dissolution that spells out the wind-up in detail. For a straightforward single-member or small LLC, one clean resolution usually carries the decision on its own.

A sample structure to follow

This is a generic skeleton to illustrate the shape of the document, not a template to copy blindly and not legal advice. Adapt it to your operating agreement or bylaws and your state's rules:

Heading — “Resolution of the Members of [Company Name], LLC” (or “of the Board of Directors and Shareholders of [Company Name], Inc.”), with the date.
Recitals — brief “WHEREAS” lines noting that the members have considered the company's circumstances and determined it is in the best interest to dissolve.
Resolutions — “RESOLVED, that the Company be dissolved and wound up effective [date],” followed by “RESOLVED, that [name] is authorized to execute and file all documents necessary to dissolve the Company, including the articles of dissolution, final tax returns, and closure of the Company's IRS and state tax accounts.”
Liabilities — “RESOLVED, that the Company shall pay or provide for its known debts and obligations before distributing remaining assets to the members.”
Signature block — names, signatures, and the date of approval.

A word of caution

A sample structure is a starting point, not a substitute for matching your own governing documents and state law. If there is a member dispute, a contested debt, or significant assets, have the resolution reviewed rather than adapted from a generic form.

What do you do after it's signed?

The resolution is the trigger, not the finish line. Once it is signed, file it in your company records and use it to drive the actual closure. That means winding up the business — settling debts and distributing what remains — then filing the articles or certificate of dissolution with your state, obtaining any required tax clearance, filing final federal and state returns marked final, and closing the IRS business account behind your EIN.

If you are a corporation, remember that a certified copy of the resolution or plan goes with IRS Form 966, filed within 30 days of adopting the plan to dissolve. Keeping the resolution, the minutes, and the filing confirmations together gives you a complete, self-explaining record of the closure — the kind that answers questions before they are asked and closes the book on the company for good.

Rather have the whole closure handled?

Recording the decision is the easy part; executing every filing in the right order is where things slip. We prepare the state dissolution for your entity, handle any tax clearance, and — if the business was operating — close the IRS and state tax accounts too. Two situations, two prices, and a specialist on WhatsApp 24/7 who will tell you straight which one fits, even when the honest answer is the smaller package.

Dissolution resolution