A Board Resolution For Sale of Shares is a crucial corporate governance document required under Nigerian law when company shares are being transferred between parties. This document is essential for demonstrating proper corporate authorization and compliance with the Companies and Allied Matters Act (CAMA) 2020. It is typically used when shareholders wish to sell their shares, whether to existing shareholders or third parties, and requires formal board approval. The resolution should detail the specifics of the transfer, including share quantities, values, and parties involved, while ensuring compliance with the company's articles of association and relevant regulatory requirements. This document may need to be presented to various authorities including the Corporate Affairs Commission (CAC), particularly in cases involving significant shareholding changes or when the company is regulated by specific industry bodies.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name of the company, registration number, and registered address
3. Meeting Details: Confirmation of proper notice, quorum present, and meeting chairperson
4. Attendance: List of directors present and absent, including those attending virtually if applicable
5. Background: Context of the proposed share sale, including reason for the transfer
6. Share Transfer Details: Specific details of shares being transferred, including class, number, and price
7. Identification of Parties: Details of the transferor(s) and transferee(s)
8. Board's Resolution: The formal decision of the board approving the share transfer
9. Authorization: Empowerment of specific officers to execute necessary documents
10. Certification: Signature section for company secretary or authorized director to certify the resolution
1. Pre-emptive Rights Waiver: Required when existing shareholders have pre-emptive rights that need to be waived
2. Conditions Precedent: Include when the share transfer is subject to specific conditions being met
3. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
4. Share Certificate Instructions: Include when new share certificates need to be issued
5. Consideration Details: Required when there are specific payment terms or non-cash consideration
6. Related Party Disclosure: Include when the transfer involves related parties as defined under CAMA
1. Share Transfer Form: Draft or completed share transfer form to be approved
2. Shareholder Details: Updated list of shareholders showing pre and post-transfer positions
3. Share Certificate: Copy of existing share certificate(s) to be transferred
4. Valuation Report: If applicable, independent valuation supporting the share price
5. Director's Interest Register: Updated register showing any changes in directors' interests
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Telecommunications
Agriculture
Mining
Retail
Transportation
Construction
Professional Services
Entertainment
Education
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Regulatory Affairs
Finance
Corporate Affairs
Risk Management
Investment Relations
Relevant Roles
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Chief Executive Officer
Chief Legal Officer
Compliance Officer
Corporate Affairs Manager
Legal Director
Share Registrar
Company Director
Board Chairman
Chief Financial Officer
Corporate Secretary
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