Certificates Of Election or Dissolution – Domestic Stock Corporations

When filing a Certificate of election or dissolution, there are a number of things a corporation should consider; omitting mistakes and spelling errors being the first thing. Even the slightest mistakes could end up in rejection and a penalty. Follow these tips to ensure that nothing is left out.

Tips for Filing the Certificate of Election/Dissolution

1. The name of the corporation, its spelling and punctuation should be an exact match of the name in the State’s records. Even the slightest mismatch could cause rejection and problems.
2. In case the election to dissolve and wind business up was given by both outstanding and issued shares, it is possible for the domestic stock corporation to dissolve just by filing one document. However, the certificate of dissolution must include in text that the decision to dissolve was made by all of the shares.
3. Both the Certificate to wind up and dissolve and the certificate of dissolution would be required in case the election to dissolve the corporation is made by less than 100% of the shareholders.
4. Both the certificate to wind up and dissolve and the certificate of dissolution must be verified and checked under the penalty of perjury and the actual date of signing should be included. It should also be mentioned in text that the matters set forth in the Certificate are verified an true.
5. The Certificate to Wind Up and the Certificate of Dissolution should be signed and checked by the appropriate officer. The corporation should avoid making any sort of marks or indication above or below the signature line.
6. The Certificate of Dissolution must be signed and verified by the majority of the Board of Directors or by single director if there is only one.
7. Any other additional information vital for the creditor to claim the payments of the known debts and liabilities. The Certificate of Dissolution should also include the statement, “The corporation is dissolved”The Certificate of Dissolution must also include a statement regarding the disposition of the corporation’s liabilities and debts. A statement should be included to verify that:
   I. The known debts and liabilities have been paid
   II. The Domestic Stock Corporation never incurred any debts or liabilities
   III. The debts and liabilities have been provided for. In case there were any debts and liabilities for which provision has been made, the Certificate of Dissolution must state what provision has been made. This should include:
   I. The name and address of the corporation
   II. The person or the government department that has guaranteed the payment
   III. The name or address of the depository with which the deposit has been made
   IV. Any other additional information vital for the creditor to claim the payments of the known debts and liabilities
8. The Certificate of Dissolution should also include the statement, “The corporation is dissolved”
9. The Certificate of Dissolution must also include a statement regarding the distribution of the corporation’s assets. The statement should verify that the known assets have been distributed to the respective persons or in the case that the corporation never had any known assets. In both the cases, a statement should be included in the Certificate of Dissolution.