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Legal AgreementsDue Diligence

Statutory Declaration on Amalgamation

This template is a statutory declaration used when two or more companies are amalgamating into a single new entity. It serves as a formal statement attesting to the compliance with all legal requirements and due diligence during the amalgamation process.

Updated 15d ago
amalgamationstatutory declarationmergercompany lawdue diligencecorporate restructuring

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

STATUTORY DECLARATION ON AMALGAMATION

I, {{declarant_name}}, of {{declarant_address}}, being a Director of {{amalgamating_company_1_name}} (hereinafter referred to as "Company A") and {{amalgamating_company_2_name}} (hereinafter referred to as "Company B" and collectively with Company A, the "Amalgamating Companies"), do solemnly and sincerely declare as follows:

Background to Amalgamation

1. That Company A and Company B propose to amalgamate into a single new entity, {{new_company_name}} (hereinafter referred to as "NewCo"), in accordance with the provisions of applicable corporate law, including without limitation [Specify relevant Act, e.g., the Companies and Allied Matters Act].

Financial and Asset Verification

5. That the financial statements of {{amalgamating_company_1_name}} as at {{financial_statement_date_1}} and {{amalgamating_company_2_name}} as at {{financial_statement_date_2}} submitted for the purpose of this amalgamation accurately reflect the financial position of each company.

6. That all assets and liabilities of the Amalgamating Companies have been fully disclosed and transparently assessed as part of the amalgamation process.

7. That no material undisclosed liabilities, obligations, or legal proceedings exist against either of the Amalgamating Companies that could adversely affect the amalgamation or the future operations of NewCo.

Employee and Creditor Considerations

8. That adequate provisions have been made for the protection of the interests of the employees of the Amalgamating Companies in the amalgamation.

9. That the interests of the creditors of the Amalgamating Companies have been adequately addressed and safeguarded in accordance with applicable laws and the Scheme of Amalgamation.

Declaration of Truth

10. And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of [Specify relevant Act, e.g., the Oaths Act].

Signature Block

DECLARED at {{declaration_place}} this {{declaration_day}} day of {{declaration_month}}, {{declaration_year}}.

_____________________________

Declarant's Full Name: {{declarant_name}}

Declarant's Title: {{declarant_title}}

For and on behalf of: {{amalgamating_company_1_name}} and {{amalgamating_company_2_name}}

Before me,

_____________________________

Commissioner for Oaths/Notary Public

Name: {{commissioner_name}}

Stamp/Seal:

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