[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-dissolution-of-subsidiary-agreement-D5191":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"DISSOLUTION OF SUBSIDIARY AGREEMENT This Dissolution of Subsidiary Agreement (the \"Agreement\") is effective [DATE] BETWEEN: [SUBSIDIARY COMPANY NAME] (the \"Subsidiary\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Parent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the Subsidiary wishes to dissolve pursuant to [ARTICLE/CLAUSE] of the [COUNTRY Corporations Act/LAW]; WHEREAS the Parent owns all the outstanding shares in the capital stock of the Subsidiary and upon a distribution of the assets of the Subsidiary would be entitled to all such assets; WHEREAS the Parent has agreed to assume and discharge all liabilities, if any, and obligations of the Subsidiary, and has also agreed to assume all expenses [OPTIONAL] in connection with the proposed dissolution of the Subsidiary; NOW, THEREFORE, THIS AGREEMENT WITNESSETH, THAT FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: The Subsidiary conveys and assigns unto the Parent all its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing: [NUMBER] shares in the common stock of [COMPANY NAME] registered in the name of the Subsidiary;",null,"Dissolution of Subsidiary Agreement","2",42,"doc","https://templates.business-in-a-box.com/imgs/1000px/dissolution-of-subsidiary-agreement-D5191.png","https://templates.business-in-a-box.com/imgs/250px/5191.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5191.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"dissolution subsidiary agreement","Dissolution of Subsidiary Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5191.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Equity & Mergers","/templates/equity-and-mergers/",[34,38,42,46,50,54,58,62,66,70,74,78,82,97,113,131,151,165],{"label":35,"url":36,"thumb":37,"extension":10},"Board Resolution Approving Dissolution of Subsidiary","/template/board-resolution-approving-dissolution-of-subsidiary-D5149","https://templates.business-in-a-box.com/imgs/250px/5149.png",{"label":39,"url":40,"thumb":41,"extension":10},"Amalgamation Agreement (100% Subsidiary)","/template/amalgamation-agreement-100-subsidiary-D854","https://templates.business-in-a-box.com/imgs/250px/854.png",{"label":43,"url":44,"thumb":45,"extension":10},"Partnership Dissolution Agreement","/template/partnership-dissolution-agreement-D901","https://templates.business-in-a-box.com/imgs/250px/901.png",{"label":47,"url":48,"thumb":49,"extension":10},"Affidavit Petition for Dissolution","/template/affidavit-petition-for-dissolution-D5184","https://templates.business-in-a-box.com/imgs/250px/5184.png",{"label":51,"url":52,"thumb":53,"extension":10},"Request for Documentation_Company Dissolution","/template/request-for-documentation_company-dissolution-D5210","https://templates.business-in-a-box.com/imgs/250px/5210.png",{"label":55,"url":56,"thumb":57,"extension":10},"Shareholders Resolution Approving Voluntary Dissolution of the Company","/template/shareholders-resolution-approving-voluntary-dissolution-of-the-company-D5154","https://templates.business-in-a-box.com/imgs/250px/5154.png",{"label":59,"url":60,"thumb":61,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":63,"url":64,"thumb":65,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":67,"url":68,"thumb":69,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":71,"url":72,"thumb":73,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":75,"url":76,"thumb":77,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":79,"url":80,"thumb":81,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":95,"url":96},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":17,"url":93},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":106,"keywords":111,"url":112},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[107,108],{"label":17,"url":93},{"label":109,"url":110},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":129,"url":130},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[123,126],{"label":124,"url":125},"Finance & Accounting","finance-accounting",{"label":127,"url":128},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":149,"url":150},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","1",513,"https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":140,"description":6},"certificate of corporate resolution",[142,145,148],{"label":143,"url":144},"Business Plan Kit","business-plan-kit",{"label":146,"url":147},"Board of Directors","board-of-directors",{"label":17,"url":93},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":163,"url":164},"INTER-COMPANY SERVICES AGREEMENT This Inter-Company Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Associate Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] is a [SPECIFY INDUSTRY] company specialized in [SPECIFY COMPANY SPECIALIZATION]; WHEREAS Associate Company is a company specializing in [SPECIFY]; WHEREAS the parties and Company are desirous of working together in relation to the conduct of [SPECIFY PROJECT]; NOW THEREFORE this Agreement witnessed that in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows: 1. DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. 1.2 \"Affiliated Companies\" shall mean any corporation or other business enterprise, which directly or indirectly controls, is controlled by, or is under common control by a party. 1.3 \"Associated Staff\" shall mean any officer, director, employee, agent, or student of a Party, and any other person involved in the execution of this Agreement, excluding patients solely involved as subjects in studies. 1.4 \"Documentation\" shall mean all documents, regardless of form, relating to the Project. 1.5 \"Intellectual Property Rights\" shall mean any and all rights, title and interest in and to any and all ideas, discoveries, inventions, creations, works and know-how including, without limitation, patents, trademarks, service marks, designs, integrated circuit topographies, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in [COUNTRY] and in any other country. 1.6 \"Material\" shall mean any and all information and materials, relating to a Party's business, business processes and methods of doing business, given to the other Party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, and includes, without limitation, all confidential and proprietary information which is at any time so designated a Party by the other Party, either in writing or orally. 1.7 \"Project\" shall mean [DESCRIBE THE DETAILS OF THE PROJECT]. 1.8 \"Services\" shall mean the services as described in Subsection 2.1 hereof. 2. SCOPE OF WORK 2.1 The parties agree to act as independent contractors for each other. [YOUR COMPANY NAME] will perform professional services as described in Schedule \"A\" to this Agreement (the \"Company Services\"), a copy of which has been appended hereto and initialed by the parties for identification. Associate Company will perform professional services as described in Schedule \"B\" (the \"Associate Company Services\"), a copy of which has been appended hereto and initialed by the parties for identification. \"Services\" shall mean either or both of the Company Services and the Associate Company Services, as the case may be. 2.2 Each Party agrees to use its best efforts to assign personnel with the proper skill level and type of experience, to ensure that the Services will be completed in a timely and successful manner. 2.3 In the event that a Party does not have personnel with the proper skill level or experience to provide the Services required under the terms of this Agreement, such Party may engage the services of such competent personnel, or may subcontract or assign a portion of the Services to be rendered, with the prior written consent of the other Party to this Agreement. Notwithstanding such approval, the sub-contracting Party shall be primarily responsible and liable for the services rendered by such personnel, subcontractor or assignee and shall be responsible for the payment of the remuneration payable to such personnel, subcontractor or assignee, which shall be included in the total compensation described in Section 3 hereof. 2.4 Each Party will, on a regular basis, keep the other Party appraised of the work in progress under the terms of this Agreement and will meet from time to time with the other Party, to review the Services performed or to be performed under the provisions hereof. 3. FEES AND EXPENSES 3.1 Associate Company will pay [YOUR COMPANY NAME] for Company Services satisfactorily rendered pursuant to the payment schedule described in Schedule \"C\" to this Agreement (the \"Company Budget\"), a copy of which has been appended hereto and initialed by the Parties for identification. Company shall not be permitted to incur any cost or expense that would cause the Company Budget to be exceeded, without the prior written approval of [YOUR COMPANY NAME], in the form of an amendment to this Agreement. 3.2 [YOUR COMPANY NAME] will pay Associate Company for Associate Company Services satisfactorily rendered pursuant to the payment schedule described in Schedule \"D\" to this Agreement (the \"Associate Company Budget\"), a copy of which has been appended hereto and initialed by the parties for identification. Associate Company shall not be permitted to incur any cost or expense that would cause the Associate Company Budget to be exceeded, without the prior written approval of the Company, in the form of an amendment to this Agreement. 4. RELATIONSHIP OF THE PARTIES 4.1 As each Party is undertaking to perform professional services for the other, and is doing so as an independent contractor and not as an employee, agent, partner, or joint venturer of the other Party, the fees will be limited to those stated in Schedules \"C\" and \"D\", attached hereto, as the case may be. Neither Party will participate in any employee benefit plans of the other Party nor receive any other compensation beyond that stated in such Schedules \"C\" and \"D\". Neither Party will have any power or authority to bind the other or to assume or create any obligation or responsibility, express or implied, on the other's behalf or in the other's name, and neither Party will represent to any person or entity that it has such power or authority. 5. STATUS OF THE PARTIES 5.1 Neither Party is responsible for verifying the existence or sufficiency of the qualifications, authorizations, permits or licenses of the other Party and/or the other Party's employees. Each Party represents and warrants that it and any of its employees are authorized to work and are not acting and will not act during the term of this Agreement in violation of any applicable laws and the regulations thereunder or any agreement it has entered into with a third party. Each Party will indemnify the other Party against any and all claims, damages, losses and other liabilities including, but not limited to, fines, penalties, and/or attorneys' fees incurred by a Party because the other Party and/or the other Party's employees or agents are not authorized to perform all or part of the Services. 6. EQUIPMENT, TOOLS, MATERIALS AND/OR SUPPLIES 6","Inter-Company Services Agreement","17",98,"https://templates.business-in-a-box.com/imgs/1000px/inter-company-services-agreement-D886.png","https://templates.business-in-a-box.com/imgs/250px/886.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#886.xml",{"title":6,"description":6},[161,162],{"label":17,"url":93},{"label":17,"url":93},"inter company services agreement","/template/inter-company-services-agreement-D886",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":135,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":179},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":173,"description":6},"non disclosure agreement nda",[175,176],{"label":17,"url":93},{"label":177,"url":178},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":182,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":259,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":508,"classification":509},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Dissolution Of Subsidiary Agreement Template | Free Word Download","Free Dissolution of Subsidiary Agreement template for winding up a subsidiary entity.","dissolution of subsidiary agreement template",[187,188,189,190,191,192,193,194],"subsidiary dissolution agreement","dissolve subsidiary company template","winding up subsidiary agreement","dissolution agreement template word","corporate dissolution agreement","subsidiary wind-down agreement","close subsidiary company agreement","dissolution of subsidiary document",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":180},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Dissolution of Subsidiary Agreement is a legally binding corporate document executed by a parent company to formally wind up and terminate a wholly owned or majority-owned subsidiary entity. This free Word download gives you a structured, attorney-ready starting point covering board and shareholder approvals, asset and liability disposition, intercompany settlements, and regulatory filing obligations — everything needed to close a subsidiary in an orderly and legally compliant manner.\n","Use it when a parent company decides to shut down a subsidiary that is no longer operationally necessary, has become unprofitable, or whose functions are being absorbed by the parent or another group entity. It is also required when a restructuring, merger, or regulatory mandate triggers the formal wind-down of a subsidiary legal entity.\n","Board and shareholder resolutions authorizing dissolution, a schedule of assets to be transferred or liquidated, an intercompany debt settlement clause, employee and contract termination obligations, tax and regulatory filing responsibilities, indemnification provisions, and the effective date and governing law of the dissolution.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Corporate counsel and in-house attorneys","Documenting the formal wind-down of a dormant or redundant subsidiary","persona-corporate-counsel",{"title":212,"use_case":213,"icon_asset_id":214},"CFOs and finance directors","Executing a group restructuring that requires closing subsidiary entities","persona-cfo",{"title":216,"use_case":217,"icon_asset_id":218},"CEOs and managing directors","Signing off on a subsidiary closure as part of a broader strategic pivot","persona-ceo",{"title":220,"use_case":221,"icon_asset_id":222},"M&A and integration teams","Winding up acquired subsidiaries absorbed into the parent post-merger","persona-ma-team",{"title":224,"use_case":225,"icon_asset_id":226},"Company secretaries and compliance officers","Managing regulatory filings and statutory obligations during dissolution","persona-compliance-officer",{"title":228,"use_case":229,"icon_asset_id":230},"Private equity and holding company operators","Dissolving portfolio subsidiaries at end of investment lifecycle","persona-private-equity",[232,236,239,243,247,251,255],{"situation":233,"recommended_template":234,"slug":235},"Dissolving a wholly owned domestic subsidiary with no third-party creditors","Dissolution of Subsidiary Agreement (Simple)","dissolution-of-subsidiary-agreement-D5191",{"situation":237,"recommended_template":238,"slug":235},"Winding up a subsidiary that has outstanding intercompany loans","Dissolution of Subsidiary Agreement with Intercompany Settlement",{"situation":240,"recommended_template":241,"slug":242},"Closing a subsidiary with employees who require severance","Dissolution Agreement with Employee Wind-Down Schedule","employee-shift-schedule-D628",{"situation":244,"recommended_template":245,"slug":246},"Merging the subsidiary's operations into the parent before dissolution","Merger and Dissolution Agreement","merger-agreement-D12659",{"situation":248,"recommended_template":249,"slug":250},"Dissolving a joint venture subsidiary with multiple corporate shareholders","Joint Venture Dissolution Agreement","joint-venture-agreement-D889",{"situation":252,"recommended_template":253,"slug":254},"Voluntarily striking off a dormant subsidiary with no assets or liabilities","Dormant Company Strike-Off Application","time-off-policy-D737",{"situation":256,"recommended_template":257,"slug":258},"Liquidating a subsidiary through a formal insolvency procedure","Members' Voluntary Liquidation Agreement","voluntary-service-agreement-D14079",[260,263,266,269,272,275,278,281,284,287,290],{"term":261,"definition":262},"Dissolution","The formal legal process of terminating a corporation's or LLC's existence, including settling obligations and filing final documents with the relevant government authority.",{"term":264,"definition":265},"Wind-Down","The operational phase preceding dissolution during which the subsidiary ceases new business activity, fulfills outstanding obligations, and prepares assets for transfer or liquidation.",{"term":267,"definition":268},"Articles of Dissolution","The formal statutory filing submitted to the state, province, or national registrar to officially terminate a legal entity's registration.",{"term":270,"definition":271},"Intercompany Settlement","The process of reconciling and extinguishing loans, payables, and receivables between the dissolving subsidiary and other entities within the same corporate group.",{"term":273,"definition":274},"Board Resolution","A formal written decision adopted by the board of directors authorizing a specific corporate action — in this context, approving the dissolution of the subsidiary.",{"term":276,"definition":277},"Parent Company","The controlling corporate entity that owns a majority or all of the shares of the subsidiary being dissolved.",{"term":279,"definition":280},"Residual Assets","Any assets remaining in the subsidiary after all debts, liabilities, and wind-down costs have been settled, which are typically distributed to the parent or shareholders.",{"term":282,"definition":283},"Indemnification","A contractual obligation by which one party (typically the parent) agrees to compensate the other for losses, claims, or liabilities arising from the dissolution process.",{"term":285,"definition":286},"Tax Clearance Certificate","A document issued by a tax authority confirming that a dissolving entity has no outstanding tax obligations — required before dissolution is final in many jurisdictions.",{"term":288,"definition":289},"Effective Date of Dissolution","The specific date on which the subsidiary legally ceases to exist, typically the date the dissolution filing is accepted by the relevant government registry.",{"term":291,"definition":292},"De-registration","The administrative process of removing a legal entity from the official company register, completing the dissolution process in most jurisdictions.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Recitals and Authorization","Identifies the parent company, the subsidiary, the relationship between them, and the corporate authorization — board resolutions and shareholder approvals — that permits the dissolution to proceed.","WHEREAS, [PARENT COMPANY NAME] ('Parent') is the sole/majority shareholder of [SUBSIDIARY NAME] ('Subsidiary'), a [STATE/JURISDICTION] [ENTITY TYPE] incorporated on [DATE]; WHEREAS, the Board of Directors of Subsidiary adopted a resolution on [DATE] authorizing dissolution; NOW THEREFORE, the parties agree as follows.","Referencing an informal board discussion rather than a formally adopted and dated written resolution. Without a valid resolution, the dissolution authorization is legally incomplete and may not be accepted by the registrar.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Cessation of Business Operations","States the date on which the subsidiary will stop conducting new business, accepting new orders, or incurring new obligations — distinguishing the operational wind-down from the legal dissolution date.","Subsidiary shall cease all ordinary business operations effective [CESSATION DATE]. From and after such date, Subsidiary shall conduct no new business except as necessary to wind up its affairs, discharge its obligations, and complete the dissolution contemplated herein.","Failing to specify a cessation date separate from the dissolution effective date. This creates ambiguity about whether contracts entered after cessation but before legal dissolution are binding on the parent.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Asset Inventory and Transfer","Identifies all assets of the subsidiary — real property, equipment, IP, contracts, cash, and receivables — and specifies whether each is transferred to the parent, sold, or written off, along with the transfer method and valuation.","Schedule A attached hereto sets forth all assets of Subsidiary as of [DATE]. Parent shall acquire the assets listed in Schedule A, Column 1, at a transfer price of [FAIR MARKET VALUE / BOOK VALUE / $X] effective [TRANSFER DATE]. Assets listed in Column 2 shall be liquidated and proceeds remitted to Parent.","Using book value instead of fair market value for intragroup asset transfers without documenting the rationale. Tax authorities in most jurisdictions scrutinize intragroup transfers and may assess transfer pricing adjustments if the value is not supportable.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intercompany Debt and Settlement","Addresses all loans, payables, and receivables between the subsidiary and the parent or other group entities, specifying whether they are repaid in cash, forgiven, or converted into equity before dissolution.","As of [DATE], Subsidiary owes Parent the sum of $[AMOUNT] under [LOAN AGREEMENT DATE] ('Intercompany Loan'). Parent hereby forgives/agrees to repay the Intercompany Loan in full prior to the Effective Date. All intercompany accounts are settled and extinguished upon execution of this Agreement.","Forgiving intercompany debt without confirming the tax treatment in the applicable jurisdiction. Debt forgiveness can trigger taxable income at the subsidiary level, and failing to account for this creates unexpected tax liabilities during dissolution.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Third-Party Liabilities and Creditor Notification","Sets out the process for identifying, notifying, and paying all third-party creditors — trade payables, lease obligations, and contractual claims — before the dissolution is finalized.","Subsidiary shall, within [X] days of the Cessation Date, provide written notice of dissolution to all known creditors and claimants. Parent guarantees payment of all validly filed claims up to $[AMOUNT]. Disputed claims shall be handled in accordance with [DISPUTE MECHANISM].","Omitting a creditor notification period. Most jurisdictions require a minimum notice window — typically 30 to 120 days — during which creditors may submit claims. Dissolving before this period expires can expose the parent to personal liability for unsatisfied debts.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Employee and Contract Termination","Identifies all employees of the subsidiary and the timeline for termination, severance entitlements, and notification obligations under applicable employment law, as well as the process for assigning or terminating customer and vendor contracts.","Subsidiary shall provide statutory and contractual notice to all employees no later than [DATE]. Severance payments shall be calculated in accordance with [APPLICABLE LAW / POLICY]. Contracts listed in Schedule B shall be [assigned to Parent / terminated with [X] days' notice / allowed to expire per their terms].","Terminating employees on the dissolution date without providing the notice period required by employment law. In Canada, the UK, and the EU, failure to provide statutory minimum notice — or pay in lieu — exposes the parent to wrongful dismissal liability even through a dissolution.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Tax Filings and Regulatory Compliance","Specifies who is responsible for filing the subsidiary's final tax returns, obtaining tax clearance certificates, filing dissolution documents with the company registrar, and canceling business licenses and permits.","Parent shall cause Subsidiary to file all required final tax returns, including income, payroll, and sales tax returns, for all periods through the Effective Date, no later than [X] days after such date. Parent shall obtain a Tax Clearance Certificate from [TAXING AUTHORITY] prior to filing Articles of Dissolution.","Filing Articles of Dissolution before obtaining tax clearance or settling all tax accounts. Many registrars reject dissolution filings without proof of tax compliance, and some jurisdictions impose penalties on directors for premature dissolution filings.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Indemnification by Parent","Commits the parent company to indemnify the subsidiary's officers, directors, and employees against claims arising from actions taken in good faith in the course of the dissolution process.","Parent shall indemnify, defend, and hold harmless the directors, officers, and employees of Subsidiary from and against any and all claims, losses, or liabilities arising out of or relating to the dissolution, except to the extent caused by gross negligence or willful misconduct.","Limiting indemnification to claims made before the dissolution date. Post-dissolution claims — particularly from tax authorities or former employees — can arise years later. Indemnification should survive dissolution and cover claims arising from pre-dissolution acts regardless of when asserted.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Representations and Warranties","Each party confirms the accuracy of the information provided in the agreement — including the completeness of the asset schedule, the validity of corporate authorizations, and the absence of undisclosed liabilities.","Parent represents and warrants that: (a) it has full authority to execute this Agreement; (b) Schedule A is a complete and accurate list of Subsidiary's assets as of [DATE]; (c) there are no undisclosed third-party claims against Subsidiary exceeding $[THRESHOLD AMOUNT].","Omitting a representation that there are no pending or threatened litigation claims against the subsidiary. Undisclosed litigation can survive dissolution and create liability for the parent if it assumed the subsidiary's obligations without knowledge of the exposure.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Effective Date, Governing Law, and Entire Agreement","States the date the dissolution legally takes effect, the jurisdiction whose law governs the agreement, and confirms this document supersedes all prior understandings about the dissolution.","This Agreement shall be effective as of [EFFECTIVE DATE] ('Effective Date'). This Agreement shall be governed by the laws of [STATE/PROVINCE/COUNTRY]. This Agreement constitutes the entire agreement of the parties with respect to the dissolution of Subsidiary and supersedes all prior negotiations, understandings, and agreements.","Selecting a governing law that differs from the jurisdiction where the subsidiary was incorporated. Dissolution procedures are governed by the law of the place of incorporation — a governing law clause cannot override that statutory framework.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Confirm corporate authorization before drafting","Obtain and attach formal board resolutions from both the subsidiary and the parent authorizing the dissolution. In some jurisdictions, shareholder approval by special resolution is also required.","Date the board resolution before the agreement execution date — a resolution adopted after the agreement is signed creates a sequence problem that can invalidate the authorization.",{"step":351,"title":352,"description":353,"tip":354},2,"Identify the subsidiary's full legal name and jurisdiction","Use the exact registered name of the subsidiary as it appears on its certificate of incorporation or equivalent formation document. Include the state, province, or country of incorporation and the entity type.","Cross-check the name against the current company registrar record — subsidiaries are sometimes operated under a trade name that differs from the registered legal name.",{"step":356,"title":357,"description":358,"tip":359},3,"Complete the asset inventory in Schedule A","List every asset owned by the subsidiary — cash, receivables, fixed assets, IP, licenses, and contract rights — and assign each a disposition method: transfer to parent, sale to third party, or write-off. Include the valuation basis for each.","Engage an accountant or appraiser for any material asset transfer to document fair market value and satisfy transfer pricing requirements in your jurisdiction.",{"step":361,"title":362,"description":363,"tip":364},4,"Reconcile all intercompany balances","Run an intercompany reconciliation statement covering all loans, payables, and receivables between the subsidiary and every group entity. Decide whether each balance is repaid, forgiven, or assigned, and record the tax treatment of any forgiveness.","Forgiven intercompany loans may trigger taxable income at the subsidiary level — confirm with your tax advisor before executing this clause.",{"step":366,"title":367,"description":368,"tip":369},5,"Notify third-party creditors within the statutory window","Identify all trade creditors, lessors, and contractual counterparties. Issue written dissolution notices and allow the jurisdiction-required claim period — typically 30 to 120 days — to expire before finalizing dissolution.","Keep proof-of-notification records (certified mail receipts or email read receipts) for every creditor notified. These records are often required by the registrar at filing.",{"step":371,"title":372,"description":373,"tip":374},6,"Address employee terminations and contract assignments","Calculate statutory notice and severance entitlements for each employee under the applicable employment law. For customer and vendor contracts, determine whether each is assigned to the parent, terminated with notice, or allowed to expire.","In the EU and UK, collective redundancy consultation requirements are triggered when 20 or more employees are dismissed within 90 days — plan the timeline accordingly.",{"step":376,"title":377,"description":378,"tip":379},7,"File final tax returns and obtain tax clearance","File all final federal, state/provincial, and local tax returns through the dissolution date. Apply for a tax clearance certificate from the relevant tax authority before submitting Articles of Dissolution to the company registrar.","Processing times for tax clearance certificates range from 2 weeks to 6 months depending on the jurisdiction — start this process early to avoid delaying the legal dissolution date.",{"step":381,"title":382,"description":383,"tip":384},8,"Execute the agreement and file Articles of Dissolution","Have authorized signatories of both parent and subsidiary execute the agreement. Then file the Articles of Dissolution (or equivalent dissolution notice) with the company registrar, accompanied by proof of tax clearance and board authorization.","Retain the fully executed agreement and all supporting schedules permanently — post-dissolution claims from tax authorities or creditors can arise years after the entity is struck off.",[386,390,394,398],{"mistake":387,"why_it_matters":388,"fix":389},"Dissolving before the creditor notice period expires","Most jurisdictions impose a mandatory waiting period after creditor notification before dissolution is legally effective. Filing Articles of Dissolution prematurely can invalidate the dissolution or expose parent company directors to personal liability for unpaid claims.","Map the specific creditor notice period required in the subsidiary's jurisdiction of incorporation — typically 30 to 120 days — and schedule the dissolution filing date accordingly.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting intercompany debt from the settlement clause","Undocumented intercompany balances that survive dissolution can create phantom income at the subsidiary level, trigger transfer pricing audits, or result in unrecoverable assets if the subsidiary's accounts are closed before settlement.","Run a full intercompany reconciliation at the start of the dissolution process, confirm the tax treatment of each balance with an advisor, and extinguish all balances explicitly in the agreement before the effective date.",{"mistake":395,"why_it_matters":396,"fix":397},"Using book value for intragroup asset transfers without transfer pricing documentation","Tax authorities in the US, Canada, the UK, and the EU require intragroup transfers to occur at arm's length (fair market value). Transfers at book value without documentation can trigger adjustments, penalties, and interest on understated gains.","Obtain an independent valuation or document a defensible methodology for any material asset transferred from the subsidiary to the parent, and attach it as a schedule to the agreement.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to cancel subsidiary licenses, permits, and registrations after dissolution","Annual fees, renewal obligations, and compliance filings continue to accrue on active licenses and registrations even after the entity is struck off the company register. Some regulators also impose penalties for operating on a lapsed license.","Prepare a de-registration checklist covering every state, provincial, and local business license, employer registration, sales tax permit, and professional authorization held by the subsidiary, and assign a responsible party to cancel each one.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a Dissolution of Subsidiary Agreement?","A Dissolution of Subsidiary Agreement is a formal corporate document executed by a parent company to wind up and legally terminate a subsidiary entity. It records the board and shareholder authorizations for the dissolution, documents the disposition of the subsidiary's assets and liabilities, settles intercompany balances, outlines employee and contract termination obligations, and assigns responsibility for tax filings and regulatory de-registration. It is the governing record for the entire wind-down process.\n",{"question":407,"answer":408},"When does a parent company need to dissolve a subsidiary?","Common triggers include a subsidiary that has become dormant or unprofitable, a group restructuring in which the subsidiary's functions are absorbed by the parent or another entity, the end of a specific project or market venture the subsidiary was created to serve, a post-acquisition integration in which a newly acquired subsidiary is merged into the buyer, and regulatory or tax-driven simplification of a complex corporate structure. In all cases, a formal dissolution agreement ensures the process is documented and legally defensible.\n",{"question":410,"answer":411},"Does a Dissolution of Subsidiary Agreement require shareholder approval?","In most jurisdictions, the parent company's board resolution is sufficient to authorize dissolution of a wholly owned subsidiary because the parent is the sole shareholder. However, if the subsidiary has minority shareholders, a shareholder vote — typically requiring a special or extraordinary resolution — is required in nearly all jurisdictions. Always confirm the approval threshold under the subsidiary's articles of association and the applicable company law before proceeding.\n",{"question":413,"answer":414},"What happens to the subsidiary's employees when it is dissolved?","Employees must be given the statutory minimum notice period required by the jurisdiction's employment law — or pay in lieu of notice — before their employment ends. Accrued vacation, statutory severance, and any contractual severance entitlements must also be paid. In the EU and UK, if 20 or more employees are dismissed within a 90-day period, collective redundancy consultation obligations are triggered and can require 30 to 45 days of consultation before dismissal notices take effect.\n",{"question":416,"answer":417},"How long does it take to dissolve a subsidiary?","The timeline depends heavily on jurisdiction and complexity. A simple wholly owned subsidiary with no employees, third-party creditors, or material assets can be dissolved in as little as 4 to 8 weeks in some US states. Most corporate dissolutions take 3 to 6 months once creditor notification periods, tax clearance applications, and regulatory filings are factored in. Subsidiaries with employees, multiple creditors, or material IP can take 6 to 18 months from cessation of operations to legal dissolution.\n",{"question":419,"answer":420},"What is the difference between dissolving a subsidiary and selling it?","Selling a subsidiary transfers ownership of the entity — including its assets, contracts, employees, and liabilities — to a buyer as a going concern. Dissolution terminates the entity entirely: assets are transferred or liquidated, liabilities are settled, and the legal entity ceases to exist. A sale is typically preferable when the subsidiary has value as a going concern; dissolution is preferable when the subsidiary is dormant, has no external buyers, or is being absorbed into the parent.\n",{"question":422,"answer":423},"Can a dissolved subsidiary be reinstated?","In many jurisdictions, a dissolved entity can be reinstated administratively within a limited window — typically 2 to 5 years after dissolution — if a material error occurred or if a claim surfaces that requires the entity to be restored. Reinstatement requires a court order or registrar application and payment of outstanding fees. After the reinstatement window closes, the entity generally cannot be revived. This is one reason it is critical to resolve all known liabilities before finalizing dissolution.\n",{"question":425,"answer":426},"Does the parent company inherit the dissolved subsidiary's liabilities?","Generally, limited liability protects the parent from the subsidiary's debts after dissolution, provided the dissolution was conducted properly and at arm's length. However, if the parent assumed specific liabilities in the dissolution agreement, provided a guarantee, or if a court finds the corporate veil should be pierced — due to undercapitalization, fraud, or commingling of assets — the parent can be held responsible. A properly documented dissolution agreement with a clear liability-assumption clause reduces but does not eliminate this risk.\n",{"question":428,"answer":429},"Do I need a lawyer to execute a Dissolution of Subsidiary Agreement?","For a simple wholly owned subsidiary with no employees, no third-party debt, and no material assets in a single jurisdiction, a high-quality template reviewed by a corporate attorney can be sufficient. Engage a lawyer when the subsidiary has employees who require statutory severance, operates in multiple jurisdictions, has intercompany debt with transfer pricing implications, holds material IP or contracts, or has any pending litigation. A 2 to 4 hour legal review typically costs $600 to $1,500 and is strongly advisable for any dissolution of meaningful complexity.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","Subsidiary IP — software licenses, domain names, and proprietary code — requires explicit assignment or transfer agreements separate from the dissolution document to ensure uninterrupted parent ownership.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services","industry-fintech","Regulated subsidiaries (broker-dealers, payment processors, or lending entities) require regulator notification and license surrender before dissolution — timelines are often set by the regulator, not the parent.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing","industry-manufacturing","Physical asset transfers — equipment, inventory, and real property — require separate bills of sale or deed transfers and must be valued at fair market value to satisfy transfer pricing requirements.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services","industry-professional-services","Client contracts and professional licenses held by the subsidiary must be individually assigned or terminated; many professional service agreements contain anti-assignment clauses that require client consent before transfer to the parent.",[448,451,454,458],{"vs":249,"vs_template_id":449,"summary":450},"joint-venture-dissolution-agreement-D5192","A Joint Venture Dissolution Agreement governs the wind-down of an entity co-owned by two or more independent parties, each of whom must negotiate asset division and liability allocation. A Dissolution of Subsidiary Agreement involves a single controlling parent and does not require negotiation between competing owners. The subsidiary dissolution process is typically faster and less adversarial than a joint venture dissolution.",{"vs":99,"vs_template_id":452,"summary":453},"asset-purchase-agreement-D5190","An Asset Purchase Agreement transfers specific assets of a business to a buyer as a going concern — the selling entity continues to exist after the transaction. A Dissolution of Subsidiary Agreement terminates the entity entirely and distributes all remaining assets to the parent or liquidates them. Use an asset purchase when there is a willing buyer; use dissolution when there is no buyer and the entity will cease operations permanently.",{"vs":455,"vs_template_id":456,"summary":457},"Share Purchase Agreement","share-purchase-agreement-D153","A Share Purchase Agreement transfers ownership of the entire subsidiary to a buyer, who then assumes all its assets and liabilities. The entity survives under new ownership. A Dissolution of Subsidiary Agreement terminates the entity entirely. If the subsidiary has value as a going concern, a share sale is often more tax-efficient and operationally simpler than dissolution.",{"vs":459,"vs_template_id":460,"summary":461},"Corporate Restructuring Agreement","D{CORPORATE_RESTRUCTURING_ID}","A Corporate Restructuring Agreement governs a broader reorganization — which may include mergers, spin-offs, or division of business units — across multiple entities within a group. A Dissolution of Subsidiary Agreement is narrowly focused on terminating a single subsidiary. Restructuring agreements often trigger one or more subsidiary dissolution agreements as part of their implementation.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Wholly owned domestic subsidiaries with no employees, no third-party debt, and no material assets in a single jurisdiction","Free","1–2 weeks (excluding regulatory filing processing time)",{"best_for":468,"cost":469,"time":470},"Subsidiaries with employees, intercompany loans, material IP, or operations in a regulated industry","$600–$1,500 for a corporate attorney review","4–8 weeks",{"best_for":472,"cost":473,"time":474},"Multi-jurisdiction subsidiaries, entities with pending litigation, regulated financial or healthcare subsidiaries, or complex intragroup restructurings","$3,000–$10,000+","2–6 months",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Dissolution is governed by the state of incorporation — not federal law. Most states require filing Articles of Dissolution with the Secretary of State and obtaining tax clearance from the state revenue department. Delaware (a common subsidiary jurisdiction) allows dissolution by written consent of the parent as sole shareholder without a formal meeting. Foreign qualification certificates must be withdrawn in every state where the subsidiary was registered to do business.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Federal corporations under the Canada Business Corporations Act dissolve by filing Articles of Dissolution with Corporations Canada. Provincial corporations file with the applicable provincial registry. In Ontario and several other provinces, the corporation must notify the CRA and obtain confirmation that all tax obligations are settled before dissolution is finalized. Quebec dissolution documents must be filed in French for provincially incorporated entities.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","UK companies may be dissolved voluntarily by striking off under the Companies Act 2006 (section 1003), provided the company has not traded or changed its name in the previous 3 months. A members' voluntary liquidation (MVL) is used when the company is solvent but has material assets to distribute — it is tax-advantaged for distributing retained profits. HMRC must be notified and outstanding tax returns filed before Companies House accepts a strike-off application.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU member states each maintain their own dissolution procedures under national company law, so the process varies significantly across the bloc. Germany requires notarized dissolution resolutions and a 1-year creditor protection period. France mandates a liquidateur appointment and publication of the dissolution in a legal notice journal. Cross-border dissolutions involving EU subsidiaries of non-EU parents may trigger additional reporting obligations under the EU Restructuring Directive.",[250,497,498,499,500,501,502,503,504,505,506,507],"asset-purchase-agreement-D928","share-purchase-agreement-deemed-dividend-D342","certificate-of-corporate-resolution-D3","inter-company-services-agreement-D886","non-disclosure-agreement-nda-D12692","indemnification-agreement-D13016","board-resolution-D78","employment-agreement_at-will-employee-D541","employee-dismissal-letter-D508","tax-compliance-policy-D13786","general-release-and-settlement-agreement-D12554",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":93,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"equity-and-mergers","agreement","general","exit",[515,516,517,518,519],"dissolution","m-and-a","subsidiary","exit-strategy","corporate-restructuring",0.95,"\u003Ch2>What is a Dissolution of Subsidiary Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Dissolution of Subsidiary Agreement\u003C/strong> is a legally binding corporate document executed by a parent company to formally wind up and terminate a wholly owned or majority-owned subsidiary entity. It records the board and shareholder authorizations for the dissolution, documents the complete disposition of the subsidiary's assets and liabilities, settles all intercompany balances, outlines employee and contract termination obligations, and assigns clear responsibility for filing final tax returns and regulatory de-registration documents. Unlike an informal board memo or a simple filing form, a Dissolution of Subsidiary Agreement creates a single authoritative record of every decision made during the wind-down — protecting the parent company from post-dissolution claims and satisfying the documentation requirements of tax authorities and company registrars in every major jurisdiction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Dissolving a subsidiary without a formal, comprehensive agreement exposes the parent to a cascade of downstream risks that can persist for years after the entity is struck off the register. Undocumented intercompany debt settlements attract transfer pricing audits and can create taxable income that neither party anticipated. Third-party creditors who were not properly notified within the statutory window can pursue the parent directly for unpaid subsidiary obligations, piercing the limited liability protection that the subsidiary structure was designed to provide. Employees terminated without proper notice and severance documentation file wrongful dismissal claims that survive the subsidiary's dissolution and attach to the parent. Tax authorities routinely assess penalties against parents who filed Articles of Dissolution before obtaining tax clearance or filing the subsidiary's final returns. This template gives you a structured, attorney-ready framework to close a subsidiary in the correct sequence — assets inventoried, creditors notified, employees settled, taxes cleared, and every step documented before a single filing is made.\u003C/p>\n",1779480699723]