The Board Resolution For Sale Of Land & Building is a critical corporate governance document required when a company intends to dispose of real property assets. It demonstrates proper corporate authorization and compliance with fiduciary duties under U.S. law. This document is necessary for legal documentation, bank requirements, and real estate closing procedures. It details the specific property being sold, purchase price, authorized signatories, and other material terms of the sale. The resolution must conform to both federal and state-specific requirements, particularly in areas of corporate governance, real estate law, and securities regulations if the transaction is material to the company.
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1. Title and Date: Official title of the resolution and date of board meeting
2. Preamble: Company details and meeting details
3. Recitals: Background information and reasons for the sale
4. Property Description: Detailed description of the land and building being sold
5. Resolution Statements: Specific decisions approved by the board
6. Authorization: Named officers authorized to execute the sale
7. Certification: Secretary's certification of the resolution
1. Special Conditions: Any specific conditions attached to the sale, used when there are specific requirements or contingencies for the sale
2. Shareholder Approval: Reference to shareholder approval, required when stipulated by bylaws or for material transactions
3. Environmental Provisions: Environmental considerations and requirements, included when property has environmental concerns
1. Property Details Schedule: Detailed legal description of the property, including boundaries and specifications
2. Valuation Report: Professional valuation of the property being sold
3. Title Documents: Copies of relevant title documents and encumbrances
4. Board Meeting Minutes: Minutes of the board meeting where the resolution was passed
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