Legal Deregistration Resolutions

LEGAL DEREGISTRATION RESOLUTIONS

This Deregistration Resolution is adopted by the Board of Directors of Company Name: incorporated under the laws of Jurisdiction of Incorporation: with registration number: and registered office at Registered Office Address: adopted at a meeting held on: .

RECITALS

WHEREAS, the Board has reviewed the corporate affairs, assets and liabilities of the Company and has determined that it is in the best interest of the Company to seek deregistration or striking off from the register of companies in the jurisdiction of incorporation; and

WHEREAS, the Board has received representations that, as of the date of these resolutions, the Company is solvent for the purposes of deregistration and that there are no outstanding creditors known to management other than those disclosed to the Board; and

WHEREAS, the Board desires to authorize officers of the Company to take all actions necessary to effectuate deregistration and to execute and deliver all documents and instruments required by the applicable statutory authorities.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts the following resolutions.

1. AUTHORIZATION TO DEREGISTER

1.1 The Company is authorized to apply for deregistration (strike-off) from the register of companies in the jurisdiction of incorporation. The Board authorizes the filing of all documents, statements and certificates required by statute or by any governmental or regulatory authority to effect such deregistration, including the payment of fees and the submission of final returns.

1.2 The effective date of deregistration (if applicable) shall be: .

2. REPRESENTATIONS AND CONFIRMATIONS

2.1 The Board represents and confirms that, to the best of its knowledge and belief, the Company has:

Confirmed solvency for the purposes of deregistration
All known tax liabilities and filings required for deregistration have been made or arrangements approved by the Board
No pending or threatened litigation or administrative proceedings exist that would prevent deregistration, other than as disclosed in the minutes

2.2 The Board acknowledges that making materially false representations in connection with deregistration may expose the Company and its officers to liability under applicable law.

3. DIRECTION TO OFFICERS

3.1 The officers of the Company are authorized, empowered and directed to prepare, execute and deliver on behalf of the Company any and all documents, instruments and affidavits, and to do all acts and things, which they deem necessary, desirable or appropriate to effect and complete the deregistration, including but not limited to the execution of statutory declarations, final accounts, undertakings to creditors and notices to authorities.

4. NOTICES

4.1 All notices required or permitted under these resolutions shall be given in writing to the Company at the address specified below or to such other address as may be specified in writing to the other party.

5. FINAL ACCOUNTS, RECORDS AND ACCESS

5.1 The officers shall prepare such final statements of assets and liabilities and any final accounts as are required by law or deemed necessary to support the deregistration. The Company shall retain corporate books and records for the period required by law and shall make them available to statutory authorities and former creditors as required.

6. INDEMNIFICATION

6.1 The Company shall indemnify and hold harmless each officer who acts in good faith and with reasonable belief that the action taken is in the best interests of the Company, against any losses, costs or liabilities reasonably incurred in connection with carrying out the directives of these resolutions, to the fullest extent permitted by law.

7. GOVERNING LAW

7.1 These resolutions and any action taken pursuant hereto shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction:

8. ENTIRE AGREEMENT; SEVERABILITY

8.1 These resolutions constitute the entire corporate action regarding the subject matter hereof and supersede any prior resolutions or authorizations inconsistent with these resolutions. If any provision of these resolutions is held to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 These resolutions may be amended or rescinded by the Board at any time. No waiver of any provision of these resolutions shall be effective unless in writing and signed by an authorized officer. These resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. CERTIFICATION OF ADOPTION

10.1 I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company by the requisite vote at a meeting held on: , and that such resolutions are in full force and effect.

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