MINUTES OF A SPECIAL MEETING OF THE [MEMBERS / BOARD OF DIRECTORS / SHAREHOLDERS]
OF [COMPANY LEGAL NAME]
A [STATE] [LIMITED LIABILITY COMPANY / CORPORATION]

Date:  [Month Day, Year]
Time:  [Time]
Place: [Address, or "by video conference"]


1. CALL TO ORDER

The meeting was called to order at [time] by [Name], who acted as chair.
[Name] acted as secretary and recorded these minutes.


2. NOTICE AND QUORUM

Notice of the meeting was [given as required by the operating agreement /
bylaws] [waived in writing by everyone entitled to notice].

Present:  [Names, with the ownership percentage or number of shares each holds]
Absent:   [Names, or "None"]

The chair confirmed that a quorum was present and the meeting could act.


3. PURPOSE

The meeting was held to consider the voluntary dissolution of the company.


4. DISCUSSION

[One or two sentences on why the company is dissolving, for example that it
has ceased operating and has no plans to resume.]


5. RESOLUTION TO DISSOLVE

On a motion by [Name], seconded by [Name], the following resolutions were
proposed:

RESOLVED, that [Company Legal Name] be dissolved and its affairs wound up,
effective [date / on filing with the state];

RESOLVED FURTHER, that the company's known debts and obligations be paid or
adequately provided for before any remaining assets are distributed to the
[members / shareholders];

RESOLVED FURTHER, that [Name], as [title], is authorized to sign and file the
[articles / certificate] of dissolution with the [state filing office], to
file the company's final federal and state tax returns, to close its tax,
payroll and bank accounts, and to take any other action needed to wind up
the company's affairs.


6. VOTE

In favor:     [number of votes or percentage]
Against:      [number of votes or percentage]
Abstaining:   [number of votes or percentage]

The chair declared the resolutions [adopted unanimously / adopted by the
vote required under the operating agreement or bylaws].


7. ADJOURNMENT

There being no further business, the meeting adjourned at [time].


______________________________
[Name], Secretary
Date: ________________

______________________________
[Name], Chair
Date: ________________


NOTES
- A corporation usually needs two approvals: the board adopts the resolution
  and recommends it, then the shareholders approve it. Record each meeting,
  or use a written consent for either.
- An LLC that acts by written consent instead of a meeting records the same
  resolutions in a consent signed by the members.
- Minutes are kept with the company records. They are not filed with the
  state. A dissolving corporation attaches a certified copy of the resolution
  to IRS Form 966.
- This template is general information, not legal advice. Follow your
  operating agreement or bylaws for notice, quorum and the vote required.