Minutes GMS Dissolution Ltd.

Dissolution of private limited company (liquidation)

Minutes of the general meeting of shareholders resolving to dissolve the private limited company. This is a comprehensive dissolution. You can also dissolve a private limited company quickly, which is called turboliquidation, for which you need different minutes.

This is the formal dissolution resolution (to dissolve and wind up a private limited company) which also directly appoints a liquidator. The minutes record a whole range of formal matters. These must of course be checked, such as whether sufficient votes are present and the meeting is properly convened.

What to fill in yourself

In the model you choose whether the liquidator will receive a/no remuneration for his work. You have to record for yourself the names of attendees, shareholders, date and place. Also, of course, you have to sign the minutes.

Summary

Contains provisions on:

• General provisions relating to the meeting;
• Date of dissolution of company;
• Appointment of liquidator;
• Designation regarding retention of documents.

Context

You use this document in the following situation:
It is possible to dissolve a company, the final termination of the private limited company. This termination starts with a resolution of the shareholders. After this, this resolution must be available for inspection at the Chamber of Commerce. Sometimes you have to place an advertisement in a newspaper. A liquidator must always be appointed in these cases. You have to keep the books and records somewhere. That way, creditors and other parties such as the tax authorities can still find things.

Different ways of dissolving private limited company

There are basically two ways to wind up a private limited company. A super quick one, the turboliquidation. You can use that if there are no debts or assets in the private limited company. You then decide as shareholder(s) that the private limited company is empty. Then you can dissolve it immediately. In that case, the shareholders are personally liable if there are any creditors afterwards. The other route for dissolving the company is the slightly longer one. For that, you use these minutes.

The private limited company announces that it will be wound up. After which creditors can come forward. After this, the liquidator puts everything in order. This is similar to a trustee in bankruptcy. All assets are sold, with which the creditors are paid. Then the liquidator dissolves the private limited company. The advantage is that the shareholders are not liable. Disadvantage is that it is much more work and involves costs.