Dissolution of Subsidiary Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

DISSOLUTION OF SUBSIDIARY AGREEMENT

This Dissolution of Subsidiary Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

{{parent_company_name}}, a company duly incorporated and registered under the laws of {{parent_company_jurisdiction}}, with its principal place of business at {{parent_company_address}} (hereinafter referred to as the “Parent Company”);

AND

{{subsidiary_company_name}}, a company duly incorporated and registered under the laws of {{subsidiary_company_jurisdiction}}, with its registered office at {{subsidiary_company_address}} (hereinafter referred to as the “Subsidiary Company”).

Parent Company and Subsidiary Company shall hereinafter be collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Parent Company is the sole shareholder of the Subsidiary Company;

WHEREAS, the Parties deem it desirable and in their best interests to dissolve the Subsidiary Company;

WHEREAS, the Parties agree to undertake all necessary steps to effect the orderly dissolution of the Subsidiary Company in accordance with applicable laws and regulations of {{subsidiary_company_jurisdiction}}.

AGREEMENT TO DISSOLVE

The Parent Company and the Subsidiary Company hereby agree that the Subsidiary Company shall be voluntarily dissolved in accordance with the provisions of this Agreement and the applicable laws governing corporate dissolution in {{subsidiary_company_jurisdiction}}. The effective date of dissolution shall be {{dissolution_effective_date}}.

APPOINTMENT OF LIQUIDATOR

The Parties hereby agree to appoint {{liquidator_name}} of {{liquidator_address}} as the liquidator (hereinafter referred to as the “Liquidator”) for the purpose of winding up the affairs of the Subsidiary Company. The Liquidator shall have all powers and duties as prescribed by law and this Agreement to carry out the dissolution process.

LIQUIDATION PROCEDURES

The Liquidator shall: Acknowledge that they will take full responsibility for the winding up process.

1. Take possession of all assets, books, accounts, and documents of the Subsidiary Company.

2. Ascertain and realize the assets of the Subsidiary Company.

3. Pay or make provision for all debts and liabilities of the Subsidiary Company, including all taxes, levies, and statutory contributions.

4. Distribute any surplus assets to the Parent Company as the sole shareholder, after all debts and liabilities have been settled.

5. Prepare and submit all necessary reports, accounts, and filings to the relevant regulatory authorities in {{subsidiary_company_jurisdiction}} to effect the dissolution.

6. Ensure compliance with all legal and regulatory requirements for the dissolution process.

INDEMNIFICATION

The Parent Company agrees to indemnify and hold harmless the Liquidator from and against any and all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with the Liquidator’s performance of its duties, except to the extent such claims, liabilities, costs, or expenses arise from the Liquidator’s gross negligence or willful misconduct.

REPRESENTATIONS AND WARRANTIES

The Parent Company and the Subsidiary Company represent and warrant that: Acknowledge that they are aware of the current financial standing of their subsidiary and are not declaring insolvency.

1. They have the full power and authority to enter into this Agreement and to perform their obligations hereunder.

2. All corporate authorizations required for the execution of this Agreement and the dissolution of the Subsidiary Company have been obtained.

3. The dissolution of the Subsidiary Company will not violate any agreements or obligations to which either Party is bound.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the Parties.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PARENT COMPANY:

By: ___________________________

Name: {{parent_company_signatory_name}}

Title: {{parent_company_signatory_title}}

SUBSIDIARY COMPANY:

By: ___________________________

Name: {{subsidiary_company_signatory_name}}

Title: {{subsidiary_company_signatory_title}}

WITNESSES:

1. ___________________________

Name: {{witness_1_name}}

Address: {{witness_1_address}}

2. ___________________________

Name: {{witness_2_name}}

Address: {{witness_2_address}}