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BOARD RESOLUTION APPROVING DISSOLUTION OF SUBSIDIARY

DULY PASSED ON [DATE]




DISSOLUTION OF [COMPANY NAME] 

WHEREAS [YOUR COMPANY NAME] ( the Corporation), is the registered holder of all of the issued and outstanding shares of all classes of [COMPANY NAME], a corporation registered under the laws of ([COUNTRY/STATE/PROVINCE]) (the Subsidiary);

WHEREAS the Subsidiary wishes to proceed with its dissolution and as part thereof distribute its assets to the Corporation.

RESOLVED:

THAT any officer or director of the Corporation be and he or she is hereby authorized for and on behalf of the Corporation to sign such documents and do such acts and things as may be necessary to authorize the Subsidiary to proceed with its dissolution;

  THAT as part of the said dissolution, the Corporation accept a transfer of all the assets and property of the Subsidiary, including without limitation that certain immovable property situate at [ADDRESS], [CITY/STATE/PROVINCE] (the Immoveable), on the terms and subject to the conditions set forth in that certain general conveyance of assets agreement (the General Conveyance of Assets Agreement) and in that certain deed of sale transferring title to the Immovable to the Corporation (the Deed of Sale), copies of each of which are annexed hereto and which the undersigned directors of the Corporation acknowledge having reviewed;

  THAT any officer or director of the Corporation be and he or she is hereby authorized for and on behalf of the Corporation to execute a general conveyance of assets agreement substantially in the form of the General Conveyance of Assets Agreement, and to execute a deed of sale substantially in the form of the Deed of Sale, each with such amendments thereto as he or she may consider necessary or desirable, and to sign such other documents and do such other acts and things as he or she may consider necessary or desirable to give effect to the present resolution and to the transactions contemplated hereby.


RESOLVED FURTHER, that the officers of [YOUR COMPANY NAME] are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and amendment and any such prior actions are hereby ratified; and

We, the undersigned, hereby certify that [YOUR COMPANY NAME] is comprised of [NUMBER] members, of whom [NUMBER], constituting a quorum, were present at a meeting duly and regularly called, noticed, convened and held this [DAY] day of [MONTH, YEAR], and that the foregoing Resolution was duly adopted at said meeting by the affirmative vote of [NUMBER] members, and opposed by [NUMBER] members, and that said Resolution has been duly recorded in the Minute Book and is in full force and effect.

OR

The following resolution signed by all the directors of the Corporation under the provisions of Section [SPECIFY SECTION] of [COUNTRY CORPORATIONS ACT/LAW], whereby a resolution in writing signed by all the directors entitled to vote thereon shall be as valid as if it had been adopted at a meeting, is hereby adopted and the present resolution shall be deemed to have been adopted as of [DATE].




                          
DIRECTOR              DIRECTOR        

    

                          
DIRECTOR              DIRECTOR        
  

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