Mergers, Amalgamations and Takeovers

Prepare resolutions for a US corporation to authorize a merger with a subsidiary, with these template Corporate Resolutions Approving Merger with Subsidiary.

• The package contains resolutions for both the directors and the shareholders.
• The directors authorize the corporation to proceed with a merger with a wholly owned subsidiary. The corporation will be the surviving corporate entity.
• The shareholders then hold a meeting to pass the resolutions necessary to approve the merger.
• Available as a downloadable MS Word document.
• Intended for use only in the United States.

Amalgamate two Indian companies with this fully editable Scheme of Amalgamation template form, in accordance with the Companies Act 1956.

• On the effective date of the amalgamation, the transferor company transfers all of its business, properties, contracts, investments, intellectual property, licenses, funds, industrial rights, and all other assets and property to the transferee company pursuant to Section 394 of the Act and subject to any existing charge over any of the assets or property.
• All liabilities, debts and obligations of the transferor company will also be transferred to the transferee company as of the same date.
• The transferor company will give notice of the transfer to all parties with an interest in the assets or liabilities being transferred.
• The transferor company will continue to carry on its business until the effective date of the transfer, and all profits accruing or losses incurred by the business will be treated as profits or losses of the transferee company.
• All legal actions by or against the transferor company will be continued and enforced by or against the transferee company.
• All employees of the transferor company as at the effective date will become employees of the transferee company on the same terms and conditions.
• Both companies will make application to the court under Sections 391 and 394 of the Act for sanctioning the Scheme and for dissolution of the transferor company.

Prepare an Amalgamation Agreement between two Manitoba corporations with this easy-to-use template form.

• All transfers of shares in the amalgamated corporation require the consent of the directors.
• Any invitation to the public to subscribe for securities of the amalgamated corporation is prohibited.
• Alternate provisions for either canceling the issued and outstanding shares of the amalgamating corporations, or converting them into shares of the amalgamated corporation, whichever is applicable.
• The amalgamating corporations will jointly file any documents required by The Corporations Act (Manitoba).
• The agreement includes a schedule setting out the rights, restrictions and conditions of all share classes of the amalgamated corporation.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Manitoba, Canada.

Merge two existing Australian companies into a new corporate entity under this customisable Australia Merger Agreement.

• Both of the merging companies will transfer their businesses to the new entity, which will issue shares in its capital to the companies' shareholders in exchange for the transfer.
• The merging companies are responsible for obtaining necessary authorisations and approvals to transfer any leases and business contracts to the new company.
• The new company will offer employment to the current employees, and the companies will pay their salary, sick pay, and other amounts due or accrued to the employees up to the date of completion.
• The merging companies grant the new company power of attorney with respect to transferring the businesses.
• The template includes confidentiality and indemnification provisions.
• Intended for use only in Australia.

Record the minutes of the organizational meeting of a new corporation formed by a corporate merger using this downloadable template.

• The minutes of the meeting cover the business which would properly come before an organization meeting, such as:
  • electing directors and appointing officers,
  • adopting the corporation's by-laws,
  • issuing shares of stock.
• These organizational minutes can be used for a post-merger meeting of shareholders and directors anywhere in the United States.
• Available in MS Word format and fully editable.

Merge a North Carolina company with a wholly owned subsidiary under the terms of this Agreement and Plan of Merger.

• After the merger, the subsidiary will cease to exist and the company will continue in existence as the surviving corporation.
• The shares of the subsidiary will be canceled and the shares of the Company will be converted into stock in the surviving corporation.
• The company will not amend its articles or by-laws, reorganize its share capital, redeem or pay dividends on its stock, acquire or dispose of capital assets from the date of the agreement until the effective date of the merger.
• Employees of the company will become employees of the surviving corporation after the merger.

This template Agreement and Plan of Merger is prepared under North Carolina laws. Affordable and easy to use.

Amalgamate two related corporations with this easy-to-use Amalgamation Agreement for Ontario companies.

• The shares of each amalgamating company are to be converted into shares of the new corporate entity formed by the amalgamation.
• Each of the amalgamating companies contributes all of its assets and property to the new company.
• The number of shareholders of the new company will be limited to no more than 50.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Ontario, Canada.

Track the steps required for a Long Form Amalgamation in the Province of Ontario with this ready-made checklist.

• If the amalgamation does not meet the requirements for a short form amalgamation, a long form amalgamation must be done.
• The checklist summarizes all the information, documents and actions that need to be compiled and completed in order to finalize the amalgamation.
• This Ontario Checklist for Long Form Amalgamation is a downloadable and fully editable MS Word template.

Track the steps required for a Short Form Horizontal Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form horizontal amalgamation is an amalgamation of two or more subsidiaries of the same parent company.
• One of the subsidiary's structure will form the basis of the new amalgamated corporation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This checklist template is a downloadable and fully editable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

Keep track of the steps required for a Short Form Vertical Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form vertical amalgamation is an amalgamation of a holding company with one or more of its subsidiaries.
• The holding company's bylaws and articles will form the basis for the new amalgamated corporation.
• No securities will be issued and no assets distributed in connection with the amalgamation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This form is a downloadable and fully editable MS Word template.
• Intended for use only in the Province of Ontario, Canada.