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Legal AgreementsDue Diligence

Board Resolution Acknowledging Ownership of and Merger with Company

This template provides a formal board resolution to acknowledge the company's ownership and subsequent merger with another entity. It should be used when the board of directors needs to officially record and approve such a transaction.

Updated 15d ago
board resolutionmergeracquisitioncorporate governancelegal documentSMEdue diligence

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Board Resolution Acknowledging Ownership of and Merger with Company

Board Resolution Acknowledging Ownership of and Merger with Company

{{company_name}}

{{company_address}}

{{phone}} | {{email}} | {{website}}

BOARD RESOLUTION

**DATE:** {{date}}

**SUBJECT:** RESOLUTION ACKNOWLEDGING OWNERSHIP OF AND MERGER WITH {{target_company_name}}

RECITALS

WHEREAS, {{company_name}} (hereinafter referred to as "the Company") is a duly incorporated entity under the laws of {{country_of_incorporation}}, with its registered office at {{company_address}}.

WHEREAS, the Board of Directors of the Company has deemed it in the best interest of the Company and its shareholders to acquire and subsequently merge with {{target_company_name}}, a company duly incorporated under the laws of {{target_company_country_of_incorporation}}, with its registered office at {{target_company_address}} (hereinafter referred to as "the Target Company").

WHEREAS, all necessary due diligence has been conducted and reviewed by the Board of Directors.

WHEREAS, all legal and regulatory requirements pertaining to the acquisition and merger have been or will be satisfied.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of {{company_name}} hereby acknowledges and ratifies the acquisition of 100% of the issued share capital of {{target_company_name}}.

BE IT FURTHER RESOLVED, that the Board of Directors hereby approves the merger of {{target_company_name}} into {{company_name}}, with {{company_name}} being the surviving entity.

BE IT FURTHER RESOLVED, that the officers of the Company, including but not limited to the Chief Executive Officer, Chief Financial Officer, and Company Secretary, be and hereby are authorized, empowered, and directed to take all such actions, execute all such documents, and deliver all such instruments as may be necessary or desirable to effectuate the merger and the transactions contemplated hereby, in such form as they may deem appropriate, and to perform all other acts required to complete the merger in accordance with the terms of the merger agreement and applicable law.

BE IT FURTHER RESOLVED, that any and all actions taken by the officers of the Company prior to the date of this Resolution in furtherance of the acquisition and merger are hereby ratified and approved in all respects.

CERTIFICATION

I, {{secretary_name}}, Company Secretary of {{company_name}}, do hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of {{company_name}} at a meeting duly convened and held on {{date}}, at which a quorum was present and voting throughout, and that such resolution is now in full force and effect.

SIGNATURE

_____________________________

{{secretary_name}}

Company Secretary

{{company_name}}

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