|
Shareholders' Resolution Approving Merger With Wholly Owned SubsidiaryWHEREAS, _________________________ (hereinafter referred to as Corporation A) is the sole shareholder of _________________________, (hereinafter referred to as Corporation B) and said Corporation B was organized and exists under the authority of the laws of the State of _______________, and WHEREAS, the Board of Directors of Corporation A determined it is advisable to obtain operating efficiencies through the merge of Corporation B with said Corporation A, it is hereby RESOLVED, that the shareholders of ______________________ (Corporation A) hereby approve the adoption of the Agreement of Merger, dated on _________,20 ___. Said Agreement of Merger was approved on _____________, 20___ , by the Board of Directors of Corporation B, and on _____________, 20___, by the Board of Directors of Corporation A, on ______________, 20___, and it is FURTHER RESOLVED, that the Agreement of Merger and all of the terms and conditions set out in the aforementioned agreement are hereby approved, and a copy of the said Agreement of Merger shall be attached to the minutes of this meeting. 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 shareholders thereof, convened and held in accordance with applicable law and the Bylaws of said Corporation on ______________, 20 ____, 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:
|
How to prepare legal forms (click