Entity Termination Services

Corporation Dissolutions, Withdrawals and Mergers/Conversion

• Draft consents and minutes for stockholder or member, directors or managers resolutions
  
• Assist in obtaining signatures via DocuSign
• Draft and file certificates of dissolution or merger
• Draft plan of liquidation, conversion or merger
• Prepare and file IRS Form 966, if required
• Prepare and file withdrawals
• Prepare and file final annual reports, where required
• Obtain tax clearance, where required.

LLC Cancelations, Withdrawals and Mergers/Conversion

• Draft required member or manager consents
• Draft and file certificates of cancelation, merger, [more]
• Assist in obtaining signatures via DocuSign
• Draft plan of liquidation, conversion or merger
• Prepare and file withdrawals
• Prepare and file final annual reports, where required
• Obtain tax clearance, where required.

Mergers and Conversions

• Verify applicable state laws providing for short form or long form merger or conversion
• Draft director and stockholder consents if required.
• Draft plan of merger or conversion
• Draft state merger or conversion documents, pre-clear if requested
• Prepare withdrawals for merged-out company
• Draft and send Section 228 notices if applicable
• Coordinate signatures via DocuSign
• Form merger vehicle, if appropriate
• Prepare and file SEC filings if appropriate
• Draft closing checklist/agenda; track requirements
• Prepare disclosure schedules
• Conduct due diligence 
• Draft ancillary agreements
• Draft closing certificates
• Draft stock transfer documents if applicable
• Draft Certificate of Seller, if applicable
• Draft and file IP assignments
• Prepare and file UCC-1 or UCC-3 statements 
• Coordinate closing signatures via DocuSign
• Prepare closing binder