[From: Free Document Downloads at TheSmallBusinessOwnersManual.com]
This document should be used by the Board of Directors when
the Corporation desires to purchase another company.
The following text of this document should be reviewed and
edited to fit your purposes. In addition, it should be
inserted into the Minutes of the Meeting of the Board of
Directors of your corporation along with supporting
[Find, then fill-in, or delete text in brackets like this: “[NNN]”
If there are dates in this document, they will automatically change to today’s date.
For additional assistance mailto:LegalHelp@TheSmallBusinessOwnersManual.com or
Otherwise the following text should be reviewed and edited as needed:
That having discussed and determined that it is to the benefit of the Corporation to
purchase [ENTER EITHER: [all of the assets OR all of the outstanding stock] of [NAME
OF COMPANY TO BE ACQUIRED], a [ENTITY TYPE, e.g., corporation, LLC, etc]
having a principal place of business at [ADDRESS]; and registered in the state of
[STATE], hereinafter “ACQUIREE”.
RESOLVED FURTHER that, the officers of this Corporation are hereby empowered and
directed to negotiate, execute, deliver and carry out all activities required to accomplish
this resolution on behalf of this Corporation as presented to this Board of Directors in the
attached presentation as described in Schedule 1 hereto, [ATTACH DEAL SHEET
SUMMARY]. The Officers are further authorized to make such changes and additions as
they may determine in their sole discretion are necessary and in the best interests of this
RESOLVED FURTHER that this Corporation expects to pay approximately $[PRICE]
for ACQUIREE, in accordance with the terms as described in Schedule 1 hereto.
RESOLVED FURTHER, that the officers of this Corporation are herewith authorized
and directed to execute and deliver on behalf of the Corporation all related documents
required in connection with the purchase of ACQUIREE, or any related transaction, and
to execute and complete all other actions including an audit and due-diligence review of
ACQUIREE, all as determined by the Officers to be reasonably required to complete this
RESOLVED FURTHER that the officers of this Corporation are required and authorized
to act at all times in agreement with applicable laws and to obtain the required consent of
the shareholders of this Corporation according to its Bylaws.