A Corporate Resolution To Sell Assets is a crucial document required under Indian corporate law when a company intends to dispose of its assets. This resolution is particularly important for compliance with the Companies Act, 2013, and serves multiple purposes: it documents the board's approval, specifies the assets being sold, outlines the terms of sale, and delegates authority for executing the transaction. The document becomes necessary whenever a company plans to sell substantial assets, whether it's property, equipment, intellectual property, or other corporate assets. For sales exceeding specified thresholds (typically 20% of the company's net worth), shareholder approval must also be obtained and referenced in the resolution. This document is essential for maintaining corporate governance records and demonstrating proper authorization to external parties, including buyers, regulators, and auditors.
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1. Title and Date: Clearly stating this is a resolution of the Board of Directors, with the company name and meeting date
2. Attendance Details: List of directors present, absent, in person, via video conferencing, and confirmation of quorum
3. Chairman: Naming the chairman of the meeting
4. Background: Brief background on the reason for the proposed asset sale and its benefits to the company
5. Reference to Authority: Citation of relevant provisions of Companies Act and Articles of Association authorizing such sale
6. Details of Assets: Specific identification and description of the assets to be sold
7. Sale Terms: Key terms of the proposed sale including consideration amount and payment terms
8. Board Deliberation: Record of the board's discussion and consideration of the proposal
9. Resolution Text: The formal resolution text with specific authorizations
10. Authorization: Specific powers granted to officers to execute the sale
11. Certification: Signature block for company secretary or authorized director to certify the resolution
1. Shareholder Approval Reference: Required when the asset sale meets thresholds requiring shareholder approval under Section 180(1)(a) of Companies Act
2. Related Party Disclosure: Required when the buyer is a related party under Section 188
3. Valuation Reference: Required when independent valuation has been obtained for the assets
4. Regulatory Compliance: Required when specific regulatory approvals (like CCI clearance) are needed
5. Foreign Exchange Considerations: Required when the sale involves foreign buyers or cross-border elements
6. Tax Implications: Optional section discussing key tax considerations of the sale
1. Asset Schedule: Detailed inventory and description of all assets being sold
2. Valuation Report Summary: Summary of independent valuation report if obtained
3. Board Meeting Notice: Copy of the notice sent to directors for the meeting
4. Compliance Certificate: Certificate from Company Secretary regarding compliance with statutory requirements
5. Financial Impact Statement: Statement showing financial impact of the sale on the company
6. Previous Board/Shareholder Approvals: Copies of any previous relevant approvals or resolutions
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Information Technology
Financial Services
Healthcare
Retail
Infrastructure
Telecommunications
Energy
Mining
Automotive
Pharmaceuticals
Agriculture
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Asset Management
Corporate Governance
Board Secretariat
Treasury
Internal Audit
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Board Director
Compliance Officer
Corporate Secretary
Finance Director
Asset Manager
Property Manager
Corporate Governance Officer
Risk Officer
Audit Manager
Business Development Manager
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