Plan of Complete Liquidation and Dissolution (DE Corporation; Default Procedure)

by Practical Law Corporate & Securities

A plan for the complete liquidation and dissolution of a Delaware corporation using the default procedure under Section 281(b) of the Delaware General Corporation Law (DGCL). This plan outlines the process for voluntarily winding up a corporation's affairs, which includes filing a certificate of dissolution, ceasing business operations, and managing employee retention and termination. It details the steps for distributing corporate assets and satisfying claims without court supervision. This Standard Document also discusses the potential use of a liquidating trust to manage certain assets during the dissolution process. Unlike the alternative safe-harbor procedure, the default approach offers a potentially quicker and less expensive path to dissolution but can present greater risks for directors and stockholders due to the absence of judicial oversight. This Standard Document can be used as a standalone agreement or incorporated into board and stockholder resolutions that approve the dissolution.