Syndicate Legal Advisory Services prepares the complete set of documents required for a corporation or limited liability company to elect to wind up and dissolve and to file the certificate that commences the winding-up process — the first of the two filings that California and the states following its model require when dissolution is approved by less than all of the owners, and the filing that fixes the date from which the entity may act only to wind up its affairs. In California the document is the Certificate of Election to Wind Up and Dissolve (Form ELEC STK for a corporation under Corporations Code section 1901, and the corresponding LLC form under section 17707.02); when every shareholder or member consents, the election is unnecessary and the entity proceeds directly to the certificate of dissolution. This engagement covers the election stage and the commencement of winding up; the completion of winding up and the certificate of dissolution are covered by the firm’s separate dissolution service, and the two are routinely engaged together. Working from the client’s answers to a structured intake and from the entity’s records, we draft, assemble, and organize the approvals, the election certificate, the commencement-of-winding-up notices and resolutions, and the plan for the steps that follow, so the election is adopted by the vote the law requires, filed in the form the state accepts, and followed by a winding up that protects the owners, managers, and directors. State filing fees, tax-clearance fees, publication costs, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Election planning and intake — a structured intake and written summary confirming the entity’s type, state, and standing; the reason for dissolution and whether a sale, merger, or conversion is the better route; whether the owners’ approval will be unanimous (in which case the election certificate is unnecessary) or by the statutory majority (in which case it is required); the vote the statute and the governing documents require — in California, shareholders holding at least fifty percent of the voting power, or a majority of members’ interests for an LLC, unless the articles or operating agreement require more; whether the board or managers will also approve, which some statutes permit in specified circumstances; the entity’s assets, liabilities, contracts, employees, and pending claims; the states in which it is registered; and the timing the owners expect for the winding up and distributions.
Review of existing records — review of the articles and bylaws or the operating agreement and their dissolution, winding-up, and voting provisions, the ownership ledger and capitalization table, the material contracts, loan documents, leases, and licenses, and any shareholders’ or investor agreements with consent or protective provisions, with a written summary of the approvals required and the obligations the winding up will have to resolve.
Owner and management approvals — the resolutions of the board or managers approving the election and the commencement of winding up and recommending the election to the owners; the notice of the meeting or the solicitation of written consents, with the information the owners are entitled to; the owner approval by the vote required, including class votes where applicable; the written consents or the certified vote tally; the designation of the persons who will conduct the winding up and the scope of their authority; and the officer’s or manager’s certificate confirming the approval and the percentage of voting power or interests that approved.
Certificate of election to wind up and dissolve — preparation of the certificate in the form the state requires — the California Form ELEC STK or LLC equivalent, or the comparable statement of intent to dissolve in other states — setting out the entity’s name and file number, the statement that the entity has elected to wind up and dissolve, the manner of approval and the percentage of voting power or interests that approved, the statement that the election was made by the vote the statute requires, and the required signatures and verifications, ready for filing with the secretary of state or submitted on the client’s behalf with the client paying the state fee directly; where the state permits the election and the dissolution certificate to be filed together when the winding up can be completed immediately, the combined filing.
Commencement-of-winding-up documents — the resolutions and instructions that mark the shift from ordinary operations to winding up: the cessation of new business, the authority of the winding-up persons to collect assets, settle claims, sell property, and distribute, the notice to the entity’s officers, employees, and managing agents, the bank and signatory changes, and the preservation of the entity’s existence for winding-up purposes under the statute.
Creditor and counterparty notices — the written notice of the election to known creditors and claimants with the information and deadlines the statute specifies, the published notice to unknown claimants where the state provides for it, the notices to counterparties, landlords, licensors, and insurers whose contracts require notice of a decision to dissolve, and the employee notices the winding up requires, with the claims log that will carry through to the dissolution stage.
Revocation documents (where applicable) — the resolutions, owner approval, and certificate of revocation of election to wind up and dissolve, in the form the state requires, for the case in which the owners decide to abandon the dissolution before the certificate of dissolution is filed.
Winding-up plan and hand-off — the written plan of liquidation setting out the winding-up steps that follow the election (asset disposition, claims resolution, tax clearances, final returns, distributions, foreign-state withdrawals, and the certificate of dissolution), the calendar for each, and the hand-off documentation to the firm’s dissolution service or to the client’s accountant and counsel, so the winding up proceeds in the sequence the statute requires.
Post-election records — the record book entries for the approvals and the filed election certificate, the claims log and notice file, and a one-page summary of what the entity may and may not do after the election, the owners’ and managers’ responsibilities during winding up, and the exposure that attaches to distributions made before claims are provided for.
Deliverable: a complete, indexed election file (electronic and hard copy) containing the approvals and consents, the filed or file-ready certificate of election to wind up and dissolve, the commencement-of-winding-up resolutions and notices, the creditor and counterparty notice file and claims log, the revocation documents where prepared, the winding-up plan and calendar, and the post-election records, with a filing checklist and signature-ready versions of each document for execution by the authorized persons.