Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that any action required or permitted by these Acts to be taken at a meeting of the shareholders or a meeting of the directors of a corporation may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action should be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders and/or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Nevada Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement When a business entity or corporation in Nevada reaches its end of operations and decides to liquidate its assets, the process typically involves the creation of a liquidating trust agreement. This legal document outlines the terms and conditions under which the assets will be sold or distributed to creditors, shareholders, or other beneficiaries. Before the trust agreement can be enacted, a specific set of resolutions must be passed by both the company's shareholders and directors, which approve the formation and execution of the liquidating trust agreement. In Nevada, there are variations of these resolutions, including general resolutions and specific resolutions. General Resolutions: 1. Nevada Shareholders' Resolution to Approve Liquidating Trust Agreement: This resolution is voted on by the shareholders of the corporation, where they agree to establish a liquidating trust to oversee the distribution of the company's assets. It outlines the authority and powers granted to the trustee(s) responsible for executing the trust agreement. 2. Nevada Directors' Resolution to Approve Liquidating Trust Agreement: This resolution is passed by the directors of the corporation, granting approval for the liquidating trust agreement. It identifies and appoints the trustee(s) responsible for overseeing the liquidation process and ensures that their actions align with the best interests of the company and its stakeholders. Specific Resolutions: 1. Nevada Shareholders' Resolution to Approve Liquidating Trustee Selection: In some cases, the selection of the liquidating trustee(s) requires a separate resolution from the shareholders. This resolution focuses solely on deciding who will be entrusted with the responsibilities of managing the liquidation process, ensuring the selection aligns with shareholders' interests. 2. Nevada Directors' Resolution to Approve Liquidating Trustee's Authority: In circumstances where additional approval is needed at the director level, this resolution confirms and expands upon the authority and powers granted to the chosen to liquidate trustee(s). It sets out any additional limitations, permissions, or requirements deemed necessary by the board of directors. These resolutions form a critical part of the overall process for initiating a liquidating trust agreement in Nevada. They serve to ensure that both the shareholders and directors of the company acknowledge and support the decision to liquidate, as well as provide a framework within which the liquidation will occur. By passing these resolutions, the corporation can move forward with the creation and implementation of a liquidating trust agreement that facilitates an orderly and fair distribution of its assets, mitigating any potential disputes or conflicts among stakeholders.
