Products tagged with 'amalgamation agreement'

Prepare the documents required for a short form vertical amalgamation in the Province of Alberta with this package of template forms.

• A vertical amalgamation is one in which a parent corporation merges with a wholly-owned subsidiary, following which all of the shares in the subsidiary company are owned by the parent corporation.
• This package of forms contains:
  • Amalgamation Agreement
  • Statutory Declaration re solvency required under the Alberta Business Corporations Act
  • Corporate resolutions for each of the amalgamating companies
  • Draft Articles of Amalgamation to be attached as a schedule to the resolutions.
• The forms are available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Introduction

This customizable Australia Merger Agreement is designed to finalize the merger of two existing Australian companies into a new corporate entity.

Transfer of Businesses and Share Issuance

Both merging companies will transfer their respective businesses to the newly formed entity. In exchange for these transfers, the new corporate entity will issue shares in its capital to the shareholders of the merging companies.

Authorizations and Approvals

The merging companies are responsible for obtaining all necessary authorizations and approvals required to transfer any leases and business contracts to the new entity.

Employee Transition and Compensation

The new corporate entity will offer employment to the current employees of both merging companies. The merging companies are responsible for paying all salary, sick pay, and other amounts due or accrued to the employees up to the date of completion of the merger.

Power of Attorney

As part of the agreement, the merging companies grant the new corporate entity power of attorney, enabling it to act on their behalf in relation to the transfer of the businesses.

Confidentiality and Indemnification

The merger agreement template includes comprehensive confidentiality and indemnification provisions to protect the interests of all parties involved.

Jurisdiction

This merger agreement is intended for use exclusively in Australia.

Use this easy template to prepare the Minutes of the organization meeting of a Canadian corporation after an amalgamation.

Purpose of Minutes of Meeting

After an amalgamation of two companies in Canada, the amalgamated corporation must hold an initial meeting of directors and shareholders to address organizational matters.

These template Minutes include:

• appointment of directors to hold office until the next annual meeting,
• appointment of the corporate officers who will perform certain duties for the corporation,
• adopting by-laws for the new corporation,
• issuing shares of stock to the shareholders.

Format and Jurisdiction

The template is available in MS Word format and is fully customizable. These Minutes are prepared to comply with Canadian corporate laws and are intended to be used only in Canada.