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Corporate Resolution To Sell Assets for the United Kingdom

Corporate Resolution To Sell Assets Template for United States

A Corporate Resolution To Sell Assets is a formal document adopted by a company's board of directors that authorizes and approves the sale of specific company assets. Under U.S. corporate law, this document serves as official evidence of the board's approval and delegates authority to specific officers to execute the sale. It includes details about the assets, terms of sale, and specific powers granted to execute the transaction.

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Corporate Resolution To Sell Assets

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What is a Corporate Resolution To Sell Assets?

A Corporate Resolution To Sell Assets is required when a company intends to dispose of significant assets. This formal document, governed by U.S. federal and state corporate laws, provides evidence that the sale has been properly authorized by the board of directors. It typically includes asset descriptions, sale terms, authorization details, and may require shareholder approval for substantial sales. The resolution protects the company by ensuring proper corporate governance and provides third parties with assurance that the sale is properly authorized.

What sections should be included in a Corporate Resolution To Sell Assets?

1. Title and Date: Formal identification of the resolution and date of adoption

2. Company Information: Legal name and jurisdiction of the corporation

3. Recitals: Background information and purpose of the resolution

4. Resolution Statement: Formal declaration of board's decision to sell assets

5. Asset Description: Detailed description of assets to be sold

6. Authorization: Specific powers granted to officers to execute the sale

7. Certification: Secretary's certification of the resolution's adoption

What sections are optional to include in a Corporate Resolution To Sell Assets?

1. Shareholder Approval: Required when sale represents significant portion of company assets

2. Price and Terms: Specific financial terms of the sale when board wants to set specific parameters

3. Regulatory Compliance: Specific regulatory requirements when sale requires regulatory approval

What schedules should be included in a Corporate Resolution To Sell Assets?

1. Schedule A - Asset List: Detailed inventory of assets to be sold

2. Schedule B - Valuation Report: Independent valuation of assets (if required)

3. Exhibit A - Board Meeting Minutes: Minutes showing adoption of resolution

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

United States

Document Type

Board Resolution

Cost

Free to use
Clauses




















Industries

Securities Exchange Act 1934: Federal law governing securities trading and public company requirements, crucial if the company is publicly traded and selling significant assets

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust legislation requiring review and reporting of large asset transactions to prevent monopolistic practices

Internal Revenue Code: Federal tax regulations governing the tax implications and treatment of asset sales

Sarbanes-Oxley Act: Federal law establishing reporting and compliance requirements for public companies, affecting how asset sales must be disclosed and reported

State Corporation Acts: State-specific laws (such as Delaware General Corporation Law) governing corporate operations and transactions within the state

State Fraudulent Transfer Laws: State regulations protecting creditors from fraudulent asset transfers and ensuring fair market value in transactions

Articles of Incorporation: Company's founding document that may contain specific requirements or restrictions on asset sales

Corporate Bylaws: Internal company rules that may specify procedures and approval requirements for asset sales

Shareholder Agreements: Contracts between shareholders that may contain provisions affecting asset sales or requiring specific approvals

UCC Article 2: Uniform Commercial Code provisions governing the sale of goods

UCC Article 9: Uniform Commercial Code provisions regarding security interests in personal property, relevant if assets are encumbered

Environmental Regulations: Federal and state environmental laws that may affect the sale of real estate or industrial assets

Employment Laws: Federal and state employment regulations that must be considered if the asset sale affects employees

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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