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Board Resolution Approving Sale Of Shares for the United Kingdom

Board Resolution Approving Sale Of Shares Template for England and Wales

A Board Resolution Approving Sale of Shares is a formal document under English and Welsh law that records the board of directors' approval for the transfer of company shares. It serves as official evidence of the board's authorization of the share sale transaction, ensuring compliance with the Companies Act 2006 and the company's articles of association. The resolution typically includes details of the transfer, including the number of shares, parties involved, and consideration.

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Board Resolution Approving Sale Of Shares

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What is a Board Resolution Approving Sale Of Shares?

A Board Resolution Approving Sale of Shares is a crucial corporate governance document required when a company's shares are being transferred between parties. Under English and Welsh law, this resolution demonstrates that the board has properly considered and approved the share transfer in accordance with their duties under the Companies Act 2006. The document typically includes meeting details, confirmation of quorum, specifics of the share transfer, and any relevant regulatory considerations. It's particularly important for maintaining proper corporate records and ensuring the validity of share transfers.

What sections should be included in a Board Resolution Approving Sale Of Shares?

1. Meeting Details: Date, time, location, and list of directors present and absent

2. Quorum Confirmation: Statement confirming that the required quorum is present as per Articles of Association

3. Background: Context of the proposed share sale including key terms and rationale

4. Declarations of Interest: Directors' declarations of any interests in the proposed transaction

5. Resolutions: Formal resolutions approving the share sale and related matters

6. Closing: Signature block for chairperson and company secretary certification

What sections are optional to include in a Board Resolution Approving Sale Of Shares?

1. Regulatory Compliance Statement: Required for regulated companies or listed entities, confirming compliance with relevant regulations

2. Pre-emption Rights Waiver: Required if existing shareholders have pre-emption rights that need to be waived

3. Additional Corporate Approvals: Required if the transaction needs specific approvals under the Articles or Shareholders' Agreement

What schedules should be included in a Board Resolution Approving Sale Of Shares?

1. Schedule 1 - Share Transfer Details: Detailed schedule of shares being transferred, including number, class, and consideration

2. Schedule 2 - Supporting Documents: List of documents reviewed by the board including valuation reports, legal opinions, or due diligence reports

3. Schedule 3 - Board Meeting Minutes: Full minutes of the board meeting where the resolution was passed

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions














Clauses














Industries

Companies Act 2006: Primary legislation governing company operations in England and Wales, including share transfers, board meetings, directors' duties (Sections 171-177), requirements for board resolutions, decision-making processes, and share capital regulations.

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant if the company is regulated or the share sale involves regulated activities.

Articles of Association: Company's constitutional document containing provisions on transfer restrictions, pre-emption rights, board meeting procedures, voting rights and quorum requirements.

Shareholders' Agreement: Private contract between shareholders containing specific requirements for share transfers and reserved matters requiring special approval.

Stock Exchange Rules: Applicable if the company is listed, covering listing rules and disclosure requirements for share transfers.

Market Abuse Regulation: Regulations concerning inside information and disclosure obligations, particularly relevant for listed companies.

Corporate Governance Code: Best practice guidelines for board decisions and transparency requirements, typically applicable to listed companies.

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