A Board Resolution For Buy Back Of Shares is a crucial corporate document required when a Canadian company decides to repurchase its outstanding shares from shareholders. This document is essential for compliance with the Canada Business Corporations Act (CBCA) or applicable provincial corporate law, depending on where the company is incorporated. It is typically used when a company has excess cash and wants to return value to shareholders, believes its shares are undervalued, or needs to adjust its capital structure. The resolution must include specific elements such as the number of shares to be repurchased, price range, method of buyback, and confirmation of the company's solvency. It serves as both a legal record and a governance tool, demonstrating proper corporate authorization and compliance with regulatory requirements. This document is particularly important as it protects directors by showing they've exercised their fiduciary duties in approving the share buyback program.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of meeting quorum
3. Background: Context for the share buyback decision, including business rationale
4. Recitals: Reference to relevant corporate authority, articles, and applicable laws
5. Solvency Declaration: Statement confirming the corporation's ability to pay its liabilities and meet solvency tests
6. Share Buyback Details: Specific terms including number of shares, price range, and method of purchase
7. Method of Buyback: Process for implementing the buyback (open market, tender offer, etc.)
8. Financial Considerations: Statement regarding source of funds and impact on capital
9. Legal Requirements: Confirmation of compliance with CBCA and other applicable laws
10. Authorization: Specific powers granted to officers to execute the buyback
11. Certification: Secretary's certification of the resolution
1. Selective Buyback Provisions: Required when the buyback is not offered to all shareholders on equal terms
2. Employee Share Scheme Provisions: Needed when buyback relates to employee share schemes
3. Stock Exchange Compliance: Required for listed companies, including NCIB requirements
4. Tax Considerations: Specific tax implications and structuring, if relevant
5. Foreign Ownership Considerations: Required when buyback affects foreign ownership levels
6. Regulatory Approvals: When specific regulatory approvals are required
7. Shareholder Approval Requirements: If shareholder approval is needed for specific aspects
1. Schedule A - Financial Statements: Recent financial statements supporting solvency declaration
2. Schedule B - Share Capital Structure: Details of current share capital and impact of buyback
3. Schedule C - Buyback Terms: Detailed terms and conditions of the share buyback
4. Schedule D - Officer Authorization: Specific powers and limitations granted to authorized officers
5. Appendix 1 - Legal Opinion: Legal counsel's opinion on the buyback compliance
6. Appendix 2 - Valuation Report: Independent valuation report if required
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