A Board Resolution For Sale of Assets is a crucial corporate governance document used in Canadian business operations when a company intends to sell or dispose of its assets. This document is required under both federal legislation (primarily the Canada Business Corporations Act) and provincial corporate laws. It is particularly essential when the sale involves substantial assets or forms part of a larger corporate transaction. The resolution must be properly documented and maintained in the corporate records, serving as evidence that the board has exercised its fiduciary duties in approving the sale. It typically includes details about the assets being sold, sale terms, authorization of specific officers to execute the transaction, and any conditions or requirements for closing. For significant asset sales, additional shareholder approval may be required, which should be referenced in the resolution.
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1. Header and Corporate Information: Official company name, registration details, and date of the resolution
2. Attendance and Quorum: List of directors present and confirmation of meeting quorum
3. Recitals: Background information explaining the purpose and context of the asset sale
4. Description of Assets: Detailed identification of the assets to be sold
5. Sale Terms: Key terms of the sale including price, payment terms, and basic conditions
6. Board Authority: Confirmation of the board's authority to approve the sale
7. Resolution Statement: Formal statement of the board's approval of the asset sale
8. Authorization of Officers: Empowerment of specific officers to execute the sale and related documents
9. Certification: Secretary's or authorized officer's certification of the resolution
1. Shareholder Approval Requirement: Section addressing the need for shareholder approval if the sale constitutes a significant portion of corporate assets
2. Regulatory Compliance: Specific mentions of regulatory requirements and approvals needed for the sale
3. Related Party Disclosure: Required when the sale involves related parties or conflicts of interest
4. Use of Proceeds: Statement regarding the intended use of proceeds from the asset sale
5. Risk Factors: Discussion of material risks associated with the asset sale
6. Transition Arrangements: Details of any transitional services or arrangements post-sale
1. Schedule A - Asset Details: Comprehensive list and description of assets being sold
2. Schedule B - Purchase Price Allocation: Breakdown of the purchase price across different asset categories
3. Schedule C - Required Consents: List of third-party consents or regulatory approvals required
4. Schedule D - Encumbrances: List of any liens, encumbrances, or restrictions on the assets
5. Appendix 1 - Valuation Report: Independent valuation of assets (if applicable)
6. Appendix 2 - Due Diligence Summary: Summary of key due diligence findings related to the assets
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