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Start-Up Law: Sample Documents

Asset or Stock Acquisition Documents

General

Letter of Intent - This Practical Law Company letter of intent is jurisdiction neutral and includes drafting notes to explain how to fill it in and what the provisions mean. It may be downloaded as a Microsoft Word document.

Asset Purchase Agreement (Pro-Seller Long Form) - This Practical Law Company asset purchase agreement is jurisdiction neutral and includes drafting notes to explain which provisions may or may not be necessary. This form has seller-advantageous provisions and may be downloaded as a Microsoft Word document. Also available is the Asset Purchase Agreement (Pro-Buyer Long Form). This Practical Law Company asset purchase agreement is similar to the above form but includes buyer-advantageous provisions.

Bill of Sale - This Practical Law Company Microsoft Word template is for a standard bill of sale to accompany an asset purchase agreement. It includes drafting notes.

Board Resolution - This Practical Law Company clause may be used as a template for a seller's board resolution authorizing an asset sale. It also is a Microsoft Word document that includes drafting notes.

The National Venture Capital Association provides a variety of sample forms in Word. 

Westlaw Legal Forms provides a searchable database of corporate forms that are both national and state specific as well as access to a number of treatises containing forms.

Bloomberg Law has a variety of forms at the Corporate Transactions tab in the Practical Guidance box/Mergers and Acquisitions.

Merger Documents

General

Merger Agreement (Pro-Buyer) - A Practical Law Company Microsoft Word template with drafting notes explaining the provisions. It includes buyer-advantageous provisions.

Board Resolution of Buyer: Private Merger - This Practical Law Company Microsoft Word template is an example of a board resolution authorizing a private buying company to merge with another company.

Board Resolution of Target Company: Private Merger - This document is similar to the above document except it is for the target.

California

certificate of merger for corporations (#24) from the California Secretary of State.

Delaware

Certificate of Merger - A Practical Law Company Microsoft Word template. This template is specific to the state of Delaware and includes drafting notes to explain how to fill it in.

Merger Agreement - A Practical Law Company Microsoft Word template. This template has provisions based on Delaware statutes and includes drafting notes to explain the provisions.

Balotti & Finkelsteins' Delaware Law Of Corporations & Business Organizations - This treatise includes a plethora of forms including multiple sample merger agreements for foreign, domestic, and subsidy mergers, certificates of mergers, certificates of ownership, and certificates of dissolution. See Volume 1, Chapter 9.

Texas

Texas Jurisprudence Pleading and Practice Forms - Chapter 75 of this treatise contains corporate forms and sections 89-99 includes specific forms for notice of merger and dissent by shareholders under Texas law.

Dissolution Documents

California

 

A fillable PDF corporate dissolution filing from the California Secretary of State.

 

Delaware

 

A list of forms for corporate dissolution filing depending on whether the dissolution is before beginning business or before issuing shares from the Delaware Division of Corporations.

Texas

Texas Jurisprudence and Pleading and Practice Forms database contains a forms for the Termination of Corporate Existence.

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