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Form #1288BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
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BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
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BOARD OF DIRECTORS' RESOLUTION APPROVING
MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, the
Board of Directors of ______________________ Corporation (hereinafter referred
to as Corporation) determined said Corporation owns all stock of
______________________, Inc., which is a Corporation organized under the laws
of the State of ________________, and
WHEREAS, by
merging ___________________________, Inc., into said Corporation, it will be
possible to gain operating efficiencies, it is hereby
RESOLVED, that
said Corporation hereby merge with ___________________ Inc., and that after the
merger is effected said Corporation shall be the Surviving Corporation and
shall assume all of the debts and liabilities of both former Corporations and
it is
FURTHER
RESOLVED, that a special meeting of this Corporation's shareholders shall be
called and held at the following time, date and place:
Time:
_______________________
Date:
_______________________
Location:
________________________________________
and it is
hereby
FURTHER
RESOLVED that the purpose of such special meeting shall be as follows:
(1) To vote
upon the recommendation presented by the Board of Directors that the two
Corporate entities be merged; and
(2) To approve
a merger agreement between ________________________, Inc., and this
Corporation.
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 directors thereof, convened and held in accordance with law and the Bylaws
of said Corporation on _______________________, 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:
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Your use of this site constitutes your acceptance of our terms of use and your agreement
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site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
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acceptable in one state may not be enforced the same way under the laws of another
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Keywords: BOARD OF DIRECTORS' RESOLUTION, MERGER, WHOLLY OWNED SUBSIDIARY
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