West Virginia Resolution of Directors to Dissolve Corporation with Submission of Proposition to Stockholders is a legal document that outlines the process and requirements for dissolving a corporation in the state of West Virginia. This resolution is prepared by the corporation's board of directors, who propose the dissolution to the stockholders. The dissolution process starts with the board of directors drafting a resolution that outlines the reasons and objectives for dissolving the corporation. This resolution must comply with the specific guidelines set by the West Virginia Code. It should include details such as the corporation's name, date of incorporation, and identification of the directors proposing the dissolution. Upon drafting the resolution, the board of directors presents it to the stockholders for approval. The stockholders are then provided with all relevant information regarding the dissolution proposal, including financial statements and reasons for dissolution. This enables them to make an informed decision during the voting process. There are various types of West Virginia resolutions that may be used depending on the circumstances. Some common types include: 1. Voluntary Dissolution Resolution: This type of resolution is utilized when the corporation's directors and stockholders mutually agree to dissolve the corporation. It is usually adopted during a general meeting where stockholders have the opportunity to discuss the proposal and vote for or against it. 2. Involuntary Dissolution Resolution: If the corporation fails to fulfill its legal obligations or meet financial requirements, the state may intervene and initiate involuntary dissolution proceedings. In such cases, the West Virginia Secretary of State or a creditor can file a lawsuit, leading to the dissolution of the corporation. An involuntary dissolution resolution outlines the grounds for dissolution and the legal proceedings that will commence. 3. Administrative Dissolution Resolution: When a corporation fails to maintain compliance with West Virginia business laws, the Secretary of State has the authority to administratively dissolve it. The corporation will receive a notice indicating the intent to dissolve and an opportunity to rectify any non-compliance issues. An administrative dissolution resolution may be used in such cases to outline the situation and present it to the stockholders. In summary, the West Virginia Resolution of Directors to Dissolve Corporation with Submission of Proposition to Stockholders is a crucial legal document that facilitates the voluntary or involuntary dissolution of a corporation. It ensures that the board of directors adequately presents the dissolution proposition to stockholders, enabling them to make an informed decision. Different types of resolutions exist based on the circumstances of the dissolution, such as voluntary, involuntary, or administrative dissolution resolutions.