Legal Strike Off Form

LEGAL STRIKE OFF FORM

This Legal Strike Off Form is executed on this day of , (the "Execution Date") by and between Company Name: , Company Registration Number: , Jurisdiction of Incorporation: , having its registered office at (the "Company"); and Applicant/Agent Name: , Capacity: , Address: (the "Applicant").

Recitals

WHEREAS, the Company is a legal entity formed under the laws of the jurisdiction identified above and is currently registered in the public registry under the registration number set forth above;

WHEREAS, the Company has determined that it is appropriate to apply for removal of the Company from the public register by way of strike off and to wind up its affairs, subject to applicable statutory requirements, creditor notification and discharge of liabilities as required by law; and

WHEREAS, the Applicant is authorized by the Company to submit this application and to perform such acts and execute such documents as may be necessary to effect the strike off of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties agree as follows:

1. Resolution to Strike Off

1.1 The Company hereby resolves to apply for strike off and removal from the public register and authorizes the Applicant to prepare, sign and file all documents necessary to effect the strike off in accordance with applicable statutory requirements.

1.2 The Company declares that the proposed effective date for the strike off is day of , (the "Proposed Effective Date"), subject to completion of the matters set out in Section 2 below.

2. Certifications and Conditions Precedent

2.1 The Company certifies, to the best of its knowledge after reasonable inquiry, that:

(a) all known creditors have been notified and either consented to the strike off or have been otherwise provided for in accordance with law; and

(b) there are no outstanding legal proceedings, liens, or encumbrances that would prevent the strike off other than those disclosed in the Statement of Affairs attached hereto.

Statement of Affairs / Final Accounts
Creditor Consents or Notices
Affidavit or Certificate of Service to Creditors
Statutory Declaration of No Assets/Unclaimed Property

3. Filings, Fees and Actions

3.1 The Applicant is authorized to pay filing fees, prepare and submit the strike off application, deliver notices, and take any ancillary actions reasonably necessary to effect the strike off, including liaising with relevant registry officers and preparing any required statutory declarations and affidavits.

4. Notices

4.1 All notices, demands or communications required or permitted under this Form shall be in writing and delivered by hand, by registered mail, or by recorded courier service to the addresses set forth below, or to such other address as either party may designate by notice in accordance with this Section.

5. Indemnity and Release

5.1 The Company shall defend, indemnify and hold harmless the Applicant and its officers, directors, employees and agents from and against all claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with the performance of the Applicant's duties under this Form, except to the extent directly resulting from the Applicant's gross negligence or willful misconduct.

5.2 The Company releases the Applicant from any liability for acts performed in good faith in connection with the strike off application and related filings.

6. Representations and Warranties

6.1 Each party represents and warrants that it has full corporate power and authority to enter into this Form and to carry out the transactions contemplated herein, and that the execution, delivery and performance of this Form has been duly authorized by all necessary corporate action.

7. Governing Law; Entire Agreement; Severability

7.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation specified above, without regard to conflict of laws principles.

7.2 Entire Agreement. This Form, together with its attachments and any documents executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties and agreements, whether written or oral.

7.3 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

8. Amendments, Waiver and Counterparts

8.1 Amendments. No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties.

8.2 Waiver. No failure or delay by any party in exercising any right under this Form shall operate as a waiver of that right.

8.3 Counterparts. This Form may be executed in counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument.

9. Certifications

The undersigned certify under penalty of perjury that the statements contained in this Form and in any attached statements or declarations are true, accurate and complete to the best of their knowledge and belief, and that they are duly authorized to execute this Form on behalf of the party for which they sign.

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