Must An Officer’s Certificate Always State That The Board Approval?
Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website. Paragraph 2 of the form states:
“The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.”
Corporations Code Section 1103 provides that after approval of a merger by the […]