This is an agreement of a merger and plan for a tax-free reorganization pursuant to
Internal Revenue Code of 1986 Section 368(c). This Agreement of Merger and Plan for
Reorganization calls for the seller to transfer all of its assets and liabilities to the buyer,
in exchange for voting common stock in buyer. The seller then dissolves and distributes
the stock to the shareholders of seller. This agreement template has schedules to
indicate the various assets transferred and to allow for due diligence to be performed
and for closing of the merger and acquisition.
AGREEMENT OF MERGER AND PLAN FOR REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN FOR REORGANIZATION (the “Agreement”)
made as of ___________ [Instruction: Insert Date], by and between ___________
[Instruction: Insert Buying Corporation Name], a ___________ [Instruction: Insert State]
corporation, with its principal office located at ___________ [Instruction: Insert Address] (the
“Buyer”), and ___________ [Instruction: Insert Selling Corporation Name], a ___________
[Instruction: Insert State] corporation, with its principal office located at ___________
[Instruction: Insert Address] (the “Seller”).
WHEREAS, Buyer wishes to merge with Seller and acquire all of Seller’s assets and certain of
Seller’s liability, in exchange for the transfer of certain shares of Buyer’s stock, and Seller is
agreeable, subject to the following the terms and conditions;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Transfer of Assets and Liabilities. Subject to the conditions set forth in this Agreement, the
Seller shall transfer and convey to Buyer all of Seller’s Assets, as defined in paragraph 1(A),
along with the Seller’s Liabilities, as defined in paragraph 1(A).
A. Assets. Buyer shall acquire from Seller all assets, properties and rights of Seller, as set
forth in Exhibit “A”, attached hereto and incorporated herein, including but not limited to, the
good will of the business of the Seller, its corporate name and all variants of such name, its
patents, trademarks, and tradenames, and all other assets of the business owned and operated by
the Prospective Seller (the “Assets”).
B. Liabilities. Buyer shall assume, discharge, and indemnify the Seller against, all debts,
contracts, obligations, and liabilities of Seller as reflected or referred to in Exhibit “B”, attached
hereto and incorporated herein. In addition, Buyer shall assume, discharge and indemnify Seller
against, all debts, obligations, and liabilities of Seller that have arisen or will arise in the ordinary
course of its business prior to the Closing Date, as such term is defined in paragraph 0 below (the
“Liabilities”). Buyer shall not, however, be liable for: (A) any income tax or other tax arising
out of this merger and reorganization or the distribution of the proceeds to the shareholders of
Prospective Seller or the winding up and dissolution of Prospective Seller; or (B) Any liabilities
incurred by Prospective Seller as a result of agreements that it may enter into in violation of the
terms of this Agreement; and (C) all other obligations and liabilities incurred by Prospective
Seller after the Closing Date.
2. Issuance of Stock. In consideration for the transfer and conveyance set forth in paragraph 1,
Buyer shall issue and deliver to the Seller, ___________ (______) [Instruction: Insert Amount]
fully paid and non-assessable voting shares of Prospective Buyer’s common stock (the
“Shares”). Promptly following the complete execution of this Agreement, Buyer shall take any
and all necessary action for the issuance of the Shares to be delivered to Seller for registration of
such Shares under applicable state and federal securities regulations. Buyer’s failure to complete
such action in a satisfactory manner shall render this Agreement voidable at Seller’s option.
3. Closing Date. The closing of the transaction contemplated by this Agreement shall take
place on ___________ [Instruction: Insert Date], at ___________ [Instruction: Insert Time]
(the “Merger Date”), at ___________ [Instruction: Insert Address].
4. Dissolution of Seller
A. Promptly following the Closing Date, Seller shall proceed to wind up its affairs, liquidate,
and distribute its assets, including the Shares received by Buyer pursuant to this Agreement, and
B. . Within ___________ (___) [Instruction: Insert Number] days following the Closing
Date, Seller will prepare and file all income tax returns and reports required under applicable
state and federal law covering all periods prior to the closing date for which tax returns and
reports have not previously been filed.
5. Approval of the Shareholders. Buyer and Seller shall, within ___________ (___)
[Instruction: Insert Number] days following the execution of this Agreement, call special
meetings of their respective shareholders for the purpose of considering and approving this
Agreement and for the purpose of authorizing all other matters necessary or incident to the
consummation of this Agreement.
6. Representations and Warranties.
A. Seller’s Representations and Warranties. Seller represents and warrants that:
i. Corporate Status. Seller is a corporation duly organized, validly existing, and in good
standing under the laws of ___________ [Instruction: Insert State], with an authorized capital
structure consisting of ___________ (___) [Instruction: Insert Number] shares of common
stock, each with a par value of ___________ Dollars ($_____) [Instruction: Insert Amount], of
which ___________ (___) [Instruction: Insert Number] shares have been duly issued and are
outstanding, fully paid, and non-assessable. Seller has no subsidiaries or affiliates.
ii. Corporate Authority. Seller has the corporate power and authority to carry on its
business as it is now being conducted and to own and operate its assets and business.
iii. Financial Statements. The balance sheet of Seller as of ___________ [Instruction:
Insert Date], and related statements of income and retained earnings of Seller for the past three
fiscal years, copies of which are reproduced as Exhibit “C”, attached hereto and incorporated
herein, which are true and complete and have been prepared in accordance with generally
accepted accounting principles applied on a basis consistent with that of prior periods. Each
statement fairly presents the financial condition and the results of the operations of Seller as of
the dates and for the periods indicated.
iv. Distribution of Assets. Since ___________ [Instruction: Insert Date], there has been
no change in the financial condition of Seller except changes that have taken place in the
ordinary course of business; and there has been no damage, destruc