The Board Resolution For Share Purchase Agreement is a crucial corporate document required under Nigerian law when a company intends to purchase shares in another company or authorize the sale of its own shares. This document, governed by the Companies and Allied Matters Act (CAMA) 2020, serves as official evidence that the board of directors has properly considered, approved, and authorized the share purchase transaction. It's typically required by regulatory authorities, banks, and other stakeholders as proof of valid corporate action. The resolution should be prepared whenever a company engages in share purchases or sales that require board approval, and it must contain specific details about the transaction, including price, number of shares, parties involved, and authorization for execution. This document is particularly important in Nigeria's corporate governance framework, where formal board authorization is required for significant corporate actions.
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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 and registration number of the company
3. Meeting Details: Time, place, and manner of the meeting (physical/virtual)
4. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
5. Background: Context of the proposed share purchase transaction and its business rationale
6. Share Purchase Details: Specific details of the share purchase including number of shares, price, and parties involved
7. Main Resolutions: The formal resolutions approving the share purchase agreement and authorizing its execution
8. Authorization: Specific authorization for designated officers to execute documents and take necessary actions
9. Confirmation of Corporate Interest: Statement confirming the transaction is in the best interest of the company
10. Closing and Signatures: Formal closing of the resolution and required signatures
1. Related Party Disclosure: Required if the share purchase involves related parties or directors' interests
2. Regulatory Compliance: Specific mention of compliance with SEC rules, needed for public companies or regulated transactions
3. Condition Precedents: Include if there are specific conditions that must be met before the share purchase can proceed
4. Financial Details: Detailed financial considerations, required for material transactions
5. Share Transfer Mechanics: Specific procedures for share transfer, needed for complex transactions
6. Corporate Governance Confirmation: Required for public companies or when specifically needed for compliance
1. Schedule A - Share Details: Detailed description of shares being purchased including class, rights, and current ownership
2. Schedule B - Purchase Agreement Terms: Summary of key terms of the share purchase agreement being approved
3. Schedule C - Director Attendance List: Detailed list of directors present, absent, and any alternates
4. Schedule D - Corporate Authority Matrix: Company's internal approval requirements and confirmation of compliance
5. Appendix 1 - Board Meeting Notice: Copy of the notice convening the board meeting
6. Appendix 2 - Supporting Documents: Any relevant supporting documents referenced in the resolution
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