A Board Resolution For Sale of Company is a critical corporate document required under Singapore law when a company is being sold. It serves as official evidence that the board of directors has approved the sale transaction in accordance with the Companies Act and the company's constitution. The resolution should be prepared when the company has received a firm offer for purchase and the board has determined that the sale is in the company's best interests. It typically includes the sale terms, consideration, buyer details, and specific authorizations for executing the transaction documents. This document is particularly important for corporate record-keeping and may be required by various stakeholders including regulators, banks, and the purchasing entity.
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1. Title and Date: Company name, registration number, and date of resolution
2. Attendance: List of directors present and confirmation of quorum
3. Background: Context of the proposed sale and key terms
4. Declarations of Interest: Directors' declarations of any interests in the transaction
5. Main Resolution: Formal approval of the sale and key terms
6. Authority to Execute: Authorization for specific directors/officers to execute documents
7. Certification: Company secretary's certification of the resolution
1. Shareholders' Approval: Required if shareholders' approval is needed under the constitution or law
2. Regulatory Approvals: Reference to required regulatory approvals
3. Employee Matters: Provisions regarding employee transfer or retention
1. Sale and Purchase Agreement: Draft or final version of the main transaction document
2. Valuation Report: Independent valuation of the company (if obtained)
3. Due Diligence Report: Summary of key findings from due diligence
4. Financial Statements: Relevant financial information supporting the sale decision
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