This Plan of Dissolution (the "Plan") is adopted by Galaxy Holdings, a TX LLC (the "Corporation"), to effect the voluntary dissolution and winding-up of the Corporation in accordance with the laws of the State of TX and the Corporation's articles of incorporation and bylaws.
The Board of Directors has determined that it is in the best interests of the Corporation and its shareholders to dissolve the Corporation, and the shareholders have approved the dissolution by the vote required under applicable law. The Corporation shall be dissolved effective (the "Effective Date"), after which the Corporation shall carry on no business except as appropriate to wind up and liquidate its affairs.
is designated to supervise the winding-up of the Corporation's affairs and is authorized to take all actions and execute all documents reasonably necessary to carry out this Plan.
Following the Effective Date, the Corporation shall: (a) collect its assets; (b) discharge or make adequate provision for its liabilities and obligations; (c) sell or otherwise dispose of property not to be distributed in kind to shareholders; (d) prosecute and defend suits; and (e) do every other act necessary to wind up and liquidate its business and affairs.
The Corporation shall give written notice of the dissolution to all known creditors and claimants in the manner required by the laws of the State of TX, and shall publish notice to unknown claimants where required. The notice shall describe the information that must be included in a claim, provide a mailing address to which a claim may be sent, and state the deadline, which shall be not fewer than days from the effective date of the notice, by which the Corporation must receive the claim, and that the claim will be barred if not received by the deadline.
The assets of the Corporation shall first be applied to pay or make reasonable provision for the payment of all known liabilities and obligations of the Corporation, including the costs and expenses of dissolution and any amounts reserved for contingent, conditional, or unmatured claims.
After payment of or provision for all liabilities, the remaining assets of the Corporation shall be distributed to the shareholders in accordance with their respective rights and preferences, on the following basis:
The Corporation shall prepare and file all final federal, state, and local tax returns, including a final return marked "final," shall file IRS Form 966 (Corporate Dissolution or Liquidation) within the time required, and shall satisfy all outstanding tax obligations and obtain any required tax clearance certificates.
Upon completion of the winding-up, the Corporation shall file Articles of Dissolution (or a Certificate of Dissolution) with the Secretary of State of TX, together with any required tax clearance, to formally terminate the Corporation's existence.
This Plan is governed by and construed in accordance with the laws of the State of TX.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title: Secretary
Date: