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Form #1288

BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY

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BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY


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BOARD OF DIRECTORS' RESOLUTION APPROVING

MERGER WITH WHOLLY OWNED SUBSIDIARY

 

WHEREAS, the Board of Directors of ______________________ Corporation (hereinafter referred to as Corporation) determined said Corporation owns all stock of ______________________, Inc., which is a Corporation organized under the laws of the State of ________________, and

 

WHEREAS, by merging ___________________________, Inc., into said Corporation, it will be possible to gain operating efficiencies, it is hereby

 

RESOLVED, that said Corporation hereby merge with ___________________ Inc., and that after the merger is effected said Corporation shall be the Surviving Corporation and shall assume all of the debts and liabilities of both former Corporations and it is

 

FURTHER RESOLVED, that a special meeting of this Corporation's shareholders shall be called and held at the following time, date and place:

 

Time: _______________________

 

Date: _______________________

 

Location: ________________________________________

 

and it is hereby

 

FURTHER RESOLVED that the purpose of such special meeting shall be as follows:

(1) To vote upon the recommendation presented by the Board of Directors that the two Corporate entities be merged; and

(2) To approve a merger agreement between ________________________, Inc., and this Corporation.

 

The undersigned, _________________________, certifies that he or she is the duly appointed Secretary of __________________________ Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on _______________________, and that such resolution is now in full force and effect.

 

IN WITNESS THEREOF, I have affixed my name as Secretary of __________________________________ Corporation and have attached the seal of ______________________ Corporation to this resolution.

 

 

 

Dated: ______________________              ___________________________

                                                                    Secretary

 

   Seal:

 

 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Keywords: BOARD OF DIRECTORS' RESOLUTION, MERGER, WHOLLY OWNED SUBSIDIARY

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