A Board Resolution For Purchase of Assets is a crucial corporate governance document used in Canadian business operations when a company intends to acquire significant assets. This document is required under Canadian corporate law, including the Canada Business Corporations Act and provincial equivalents, to formally document the board's approval of asset purchases. It demonstrates that the board has exercised its fiduciary duty in reviewing and approving the transaction. The resolution typically includes details about the assets being purchased, purchase price, payment terms, and specific authorizations for executing the transaction. It's particularly important for corporate record-keeping, regulatory compliance, and may be required by financial institutions, regulatory bodies, or the selling party as evidence of proper authorization. The document should be drafted in accordance with the corporation's bylaws and relevant federal or provincial legislation.
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1. Corporation Details: Full legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, location of the meeting, and confirmation of quorum
3. Attendees: List of directors present and absent, and any other attendees
4. Recitals: Background information explaining the purpose and context of the asset purchase
5. Asset Description: Detailed description of the assets to be purchased
6. Purchase Price and Terms: Specification of the purchase price and payment terms
7. Authorization: Specific authorization for the purchase and designated signatories
8. Execution: Formal approval language and signature blocks for authorized signatories
1. Financing Arrangements: Include when the purchase requires specific financing or borrowing approval
2. Regulatory Compliance: Include when specific regulatory requirements need to be addressed
3. Related Party Disclosure: Include when the purchase involves related parties requiring specific disclosures
4. Delegation of Authority: Include when specific powers need to be delegated to officers or committees
5. Conditions Precedent: Include when the purchase is subject to specific conditions that must be met
6. Risk Assessment: Include when a formal risk assessment needs to be acknowledged in the resolution
1. Schedule A - Asset Description: Detailed inventory and description of assets being purchased
2. Schedule B - Purchase Price Breakdown: Detailed breakdown of purchase price allocation
3. Schedule C - Due Diligence Summary: Summary of due diligence findings and reports
4. Schedule D - Valuation Report: Independent valuation report of the assets (if applicable)
5. Appendix 1 - Supporting Documents: Copies of relevant supporting documentation such as appraisals or inspection reports
6. Appendix 2 - Purchase Agreement: Copy of the purchase agreement being approved
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