A Board Resolution For Sale of Company is a crucial corporate document required under Nigerian law when a company is being sold. This document is essential for demonstrating proper corporate governance and compliance with the Companies and Allied Matters Act (CAMA) 2020. It is typically prepared following negotiations with a potential buyer and before the execution of final sale documents. The resolution must include specific details about the proposed transaction, confirmation of board approval, and authorization for specific officers to execute necessary documents. The document serves multiple purposes: it provides evidence of proper corporate authorization, protects director interests by showing due consideration of the sale, and forms part of the required documentation for regulatory approvals. It's particularly important in Nigeria where corporate governance requirements are strictly enforced and regulatory compliance is closely scrutinized.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Information: Full legal name and registration details of the company
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairperson: Identification of the meeting's chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met
6. Background: Brief context of the proposed sale and reasons for consideration
7. Sale Details: Key terms of the proposed sale including buyer information and consideration
8. Board Determinations: Statement that the board has considered the sale and determined it to be in the company's best interests
9. Principal Resolutions: The main resolution(s) approving the sale and authorizing specific actions
10. Authorization: Specific authorization for officers to execute documents and take necessary actions
11. Certification: Certification of the resolution's validity by authorized officer(s)
1. Regulatory Compliance: Required when the sale needs specific regulatory approvals or notifications
2. Conditional Approvals: Used when the board approval is subject to specific conditions being met
3. Related Party Disclosures: Required when the sale involves related parties or directors' interests
4. Share Transfer Provisions: Needed when the sale involves specific share transfer mechanisms or restrictions
5. Employee Matters: Required when the sale has specific implications for employees that need board approval
6. Dissenting Opinions: Used when there are formal dissenting opinions from board members
1. Schedule A - Sale Terms: Detailed terms and conditions of the sale
2. Schedule B - Company Assets: Comprehensive list of company assets included in the sale
3. Schedule C - Transaction Documents: List of all transaction documents requiring execution
4. Schedule D - Required Approvals: List of regulatory and third-party approvals required
5. Appendix 1 - Board Meeting Attendance: Detailed record of board meeting attendance and voting
6. Appendix 2 - Supporting Documents: Key supporting documents referenced in the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Energy
Healthcare
Retail
Telecommunications
Agriculture
Mining
Construction
Transportation
Professional Services
Media and Entertainment
Education
Relevant Teams
Legal
Corporate Secretariat
Board of Directors
Executive Management
Corporate Governance
Compliance
Finance
Risk Management
Corporate Affairs
Mergers and Acquisitions
Relevant Roles
Chief Executive Officer
Company Secretary
Board Director
Chief Financial Officer
Corporate Counsel
Legal Director
Managing Director
Board Chairman
Chief Legal Officer
Corporate Governance Officer
Chief Operating Officer
Executive Director
Non-Executive Director
General Counsel
Compliance Officer
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