Board Resolution Acknowledging Ownership of and Merger with Company

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION

OF:

{{company_name}}

(Hereinafter referred to as “the Company”)

Registered Address: {{company_address}}

Date: {{date}}

Background and Preamble

WHEREAS, the Company is duly incorporated and existing under the laws of {{country_of_incorporation}}.

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

WHEREAS, the Company holds {{percentage_ownership}}% of the issued share capital of the Subsidiary, making the Subsidiary a wholly-owned (or majority-owned) entity of the Company.

WHEREAS, the Board of Directors of the Company (“the Board”) deems it to be in the best interests of the Company and its shareholders to merge the Subsidiary into the Company, thereby dissolving the separate legal existence of the Subsidiary and consolidating its assets, liabilities, and operations within the Company.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby acknowledges and affirms the Company’s ownership of the Subsidiary and resolves to proceed with the merger in accordance with applicable laws and regulations.

Resolution 1: Acknowledgment of Ownership

RESOLVED, that the Board hereby formally acknowledges and reaffirms that {{company_name}} is the legal and beneficial owner of {{percentage_ownership}}% of the issued share capital of {{subsidiary_company_name}} (Registration Number: {{subsidiary_registration_number}}).

Resolution 2: Approval of Merger

RESOLVED, that subject to obtaining all necessary regulatory approvals and fulfilling all legal requirements, the Board hereby approves the merger of {{subsidiary_company_name}} into {{company_name}}.

RESOLVED FURTHER, that upon the date of effectivity of the merger, all assets, liabilities, rights, obligations, and undertakings of {{subsidiary_company_name}} shall be wholly and automatically transferred to and assumed by {{company_name}}, and {{subsidiary_company_name}} shall cease to exist as a separate legal entity.

Resolution 3: Authorization of Officers

RESOLVED, that any Director or officer of the Company, including but not limited to the {{title_of_officer_1}} and the {{title_of_officer_2}}, be and hereby is authorized, empowered, and directed, for and on behalf of the Company, to take all such actions, execute all such documents, instruments and agreements, and incur such expenses as may be necessary or desirable to give effect to this resolution and to consummate the merger, including but not limited to filing all required documents with the relevant regulatory authorities in {{country_of_filing}}.

Resolution 4: Effective Date of Merger

RESOLVED, that the effective date of the merger shall be {{effective_date_of_merger}} or such other date as the authorized officers of the Company may determine, subject to compliance with all applicable laws and regulations.

Certification

I, the undersigned, {{secretary_name}}, being the duly appointed Secretary of {{company_name}}, do hereby certify that the foregoing resolutions were duly passed by the Board of Directors of the Company at a meeting duly convened and held on {{date_of_meeting}}, at which a quorum was present and voting throughout, and that these resolutions are in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company this {{day_of_certification}} day of {{month_of_certification}}, {{year_of_certification}}.

Signature Block

___________________________

{{secretary_name}}

Company Secretary

{{company_name}}

___________________________

{{director_name}}

Director

{{company_name}}