Board resolution to wind down a company: clauses that protect your data assets

When a wind-down resolution should cover data assets

Add data clauses whenever the company holds several years of records in systems that will be switched off during the wind-down. A typical resolution approves the plan and authorizes officers to stop operations, settle claims and file dissolution papers, but says nothing about the email archive, the CRM, the ticketing history or the shared drives. When nobody is named, IT cancels subscriptions on the same schedule as the office lease, and the records are gone before anyone asks whether they were worth anything.

Those records can be an asset in their own right. AI developers license permissioned records of real work, such as support tickets with their resolutions, project files, approvals and decision threads. A wound-down company can still qualify if the data still exists and the company has the right to license it. The company keeps ownership; it grants a license rather than selling the records.

The language below is a set of drafting prompts for your counsel. It is not a complete resolution, and in most states dissolving a corporation also involves shareholder approval and a state filing that counsel handles separately.

Where the data clauses sit in the resolution

Most wind-down or dissolution resolutions follow a familiar order, and the data clauses slot into two existing sections rather than needing a separate document.

1. Recitals explaining why the board is acting.
2. Approval of the plan of dissolution or wind-down.
3. Authority for named officers to carry out the plan.
4. Employee, benefits and payroll matters.
5. Creditor notices, claims and reserves.
6. Asset dispositions: the license-approval clause belongs here.
7. Books, records and retention: the preservation clause belongs here.
8. General authority and ratification of prior acts.

Clause language to hand to counsel

Use the clauses that fit, match the defined terms to the rest of the resolution, and leave the placeholders in braces for counsel to complete.

Recital: records as an asset

Preservation until assessed

Authority to assess

Authority to approve a license

Proceeds

Condition (b) matters more than it looks. FTC staff warned in February 2024 that adopting more permissive data practices, such as using consumer data to train AI, and telling people only through a quiet, retroactive change to a privacy policy or terms of service may be unfair or deceptive. A board that limits any license to what the company's past promises allow removes that problem at the source. It is also why consumer lists are rarely a fit for SourceX, which focuses on operational business records.

How to fill in the placeholders

Pick an officer who will still be there at the end. The person who knows the systems best is often among the first to leave, so the clause should name a role, and the schedule should record who holds admin credentials after each departure.

When to act on each clause

The clauses only help if the wind-down calendar follows them. A workable sequence:

1. Before the board meeting, ask IT for the system list with renewal dates and admin owners; for a CRM, the guide to a HubSpot export when shutting down shows what a complete export should keep.
2. At the meeting, adopt the preservation clause in the same session as the plan, so no cancellation is already in motion.
3. Within the first two weeks, complete a high-level inventory and run the company fit checker, a preliminary, non-binding screen.
4. Before final employee departures, confirm that admin credentials and export owners are recorded on the schedule.
5. Before any subscription is cancelled, require the officer's written certification for that system.
6. If a license is negotiated, send the terms to the approving body and ask counsel whether a shareholder vote on the license is needed.
7. Before final distributions, confirm that proceeds were applied under the plan and that remaining records were kept or disposed of under the retention schedule.

What never goes into the resolution

• Samples, screenshots or descriptions of confidential records.
• A promised price, a named buyer or an estimate of proceeds.
• Any promise of payment to the person who introduced SourceX. If a director or adviser may receive a partner reward, disclose it to the board and record the disclosure in the minutes.
• Authority to license data that belongs to clients, patients or consumers without their consent or another lawful basis.
• Wording that overrides a legal hold or a contractual duty to return or destroy third-party data.

Keep the other wind-down documents consistent

The resolution should match the scope in the adviser's wind-down engagement letter, so whoever runs the wind-down is expected to preserve and inventory records rather than simply shut systems down. If the company later files for chapter 7 or makes an assignment for the benefit of creditors, the board's authority passes to a trustee or assignee, and the approach in overlooked intangible assets in chapter 7 applies instead.

This is general information, not legal, tax or financial advice. Corporate formalities differ by state, charter and bylaws, so confirm the final wording with your own counsel before the board acts.

Next step

Compare the company with the baseline on who qualifies: a US company with 50+ full-time employees at peak (contractors excluded), several years of documented operations, rights to license its records and an authorized sponsor. Company leaders can apply directly at sourcex.si/apply. Advisers guiding a wind-down can register as a partner and introduce the company before its systems are retired.