Board Resolution for Merger or Acquisition

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									A merger or acquisition is a combination of two corporations whereby one corporation
legally merges with another. In order for this to occur, certain procedures established
by state statutes must take place. First, the board of directors for each corporation must
initially pass a resolution adopting a plan of merger, and the proper number of
shareholders must approve the merger. The board of directors then sign the merger
papers and file them with the appropriate state entity for purposes of registering the
merger. This form is helpful for corporations that want to initiate a merger or acquisition
of another company.

                           OF THE BOARD OF DIRECTORS OF

                        ___________ [Instruction: Insert Corporation Name]

                            Dated: ___________ [Instruction: Insert Date]

The following action is hereby taken by unanimous written consent of the Board of Directors of
___________ [Instruction: Insert Corporation Name] (the “Corporation”), a ___________
[Instruction: Insert State] corporation, pursuant to the provisions of ___________.
[Instruction: Insert Section] of the ___________ [Instruction: Insert Code] [Comment. This
is Section 307(b) of the California Corporations Code, if you have formed or are forming a
corporation in another State you will want to find the similar section in that State’s Code]

This action is taken in lieu of a special meeting of the Corporation’s Board of Directors of
scheduled for ___________ [Instruction: Insert Date].

WHEREAS, the Board of Directors considers it to be in the best interests of the Corporation and
its stockholders that the Corporation merge with ___________ [Instruction: Insert Name of
Other Corporation], pursuant to the terms of the agreement of merger (the “Merger
Agreement”), a copy of which has been submitted to the Board of Directors, is attached hereto as
Exhibit “A”, and is incorporated herein.

NOW THEREFORE, BE IT RESOLVED, that the terms and conditions of the Merger
Agreement submitted to this meeting are approved, and that the Corporation shall merge with
___________ [Instruction: Insert Name of Other Corporation] pursuant thereto.

FURTHER RESOLVED, that the President and Secretary of this corporation are authorized and
directed to execute and deliver the Merger Agreement in the name of the Corporation.

FURTHER RESOLVED, that the officers of this corporation are authorized and directed to
obtain the approval of the above-mentioned agreement by the vote of the holders of at least
___________ percent (___%) [Instruction: Insert Percentage] of the issued and outstanding
shares of the Corporation, at the special meeting of the shareholders called for on ___________
[Instruction: Insert Date], at __:__ am [Instruction: Insert Time], at the Corporation’s
principal office.

FURTHER RESOLVED, that the stockholders of record as of ___________ [Instruction: Insert
Date], are entitled to vote on the proposed agreement.

FURTHER RESOLVED, that the officers of this corporation are directed to execute all
documents and take all necessary and proper steps to carry out the purposes of these resolutions.

Dated: ___________ [Instruction: Insert Date]
_____________________ [Instruction: sign]
___________, [Instruction: Insert Name      of
Signatory], Director

_____________________ [Instruction: sign]
___________, [Instruction: Insert Name      of
Signatory], Director

_____________________ [Instruction: sign]
___________, [Instruction: Insert Name      of
Signatory], Director

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