Resolution board of directors or management transferring company re simplified merger

This template is to be used to record the resolutions of the supreme management or administrative body (i.e. the board of directors (AG) or management (GmbH)) of the surviving company regarding the approval of a simplified merger (erleichterte Fusion) under Swiss law. This template is tailored for a merger between two corporations (Aktiengesellschaften) and/or limited liability companies (Gesellschaften mit beschränkter Haftung) and can be used either for a parent-subsidiary-merger or a merger of two sister companies.

A resolution regarding the approval of a simplified merger is only necessary if not all members of the supreme management or administrative body will sign the merger agreement. In case a resolution is required, it needs to be filed together with the application to the commercial register in order to register the merger. This template can either be produced as minutes of a physical meeting or in the form of a circular resolution of the board of directors or the management of the absorbing and thus surviving company. For the resolution of the supreme management or administrative body of the transferring company, another template (which is also available on PartnerVine) is to be used.

The questionnaire to produce this document is in English. The resolution is in German with an English translation as it will need to be filed with the commercial register. Please note that templates in German and French are also available.

Terms which are configurable to the user’s needs include:

• Details of company;
• Details regarding the meeting (i.e. date of the meeting, presence of the members etc.) or the circular resolution;
• Details regarding the merger (i.e. type and date of the merger balance sheet, amounts of assets and liabilities to be transferred etc.); and
• Authorization to sign the merger agreement.

Terms of Use

The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal Froriep AG (MLL) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.

With respect to the sale of legal documents by MLL to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:

• Users are permitted to access the document-generation interview for 90 days from the date of purchase.
• Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
• In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
• Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of MLL, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.

Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and MLL as follows:

• These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
• The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between MLL and you.

Data Privacy Information

The collection and processing of your personal data entered in the course of the creation of your automated template is subject to the Privacy Policy for the PartnerVine Platform as referred to in the PartnerVine Terms.

Further the data may be collected and stored by the hosting platform of Coupa Software UK Limited, 17 Bevis Marks, 4th Floor, London EC3A 7LN (Coupa). Coupa provides the software with which automated templates offered by MLL are being created. Coupa’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.