Even if you are the only person involved in your corporation, remember that all decisions are done by committee, based on the corporation’s statutory hierarchy. In other words, you cannot just unilaterally decide, “I’m dissolving!”
The first “committee” to make a decision involves your corporation’s director(s), which again maybe just you. He/she/they must come together at a Special Directors Meeting and be documented through unanimous consent or corporate resolution, formally deciding to dissolve the corporation and the method (see Two Paths: One Dissolution below) of dissolution.
Now, the director(s) must take this decision to the corporation’s shareholder(s) for their approval: Whether one person or many, the shareholders always get the final vote. This is similarly done at a Special Shareholders Meeting and should be properly documented in the meeting minutes.
What about the officers?
Once it is formally decided, it is the officers’ job to carry out the decision of the board (which was approved by the shareholders). Again, this will involve either a voluntary or involuntary method of dissolution.
Not sure who is who?
If at this point, you are completely confused because you don’t know who is who (director, president, CEO, shareholder, etc.), AND if you haven’t had any operations, you might want to skip down to the “Involuntary Dissolution” & “Previous Operations” areas below.
Please Note : Your directors are listed on your articles of incorporation or a separate appointment/election by the incorporator. Your corporation doesn’t have shareholders until your corporation issues stock. A corporation can be dissolved by the corporation’s directors if no shares have been issued, and therefore no shareholders. Check with your state for your particular situation.