Board Resolution For Acquisition Of Company for United Arab Emirates

Board Resolution For Acquisition Of Company Template for United Arab Emirates

A formal corporate document under UAE law that records the board of directors' approval and authorization for the acquisition of another company. The resolution complies with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and includes specific provisions required by UAE corporate governance regulations. It details the terms of the acquisition, delegates authority for execution, and demonstrates proper corporate approval processes. The document must address local requirements such as foreign ownership restrictions, regulatory approvals, and specific documentation requirements under UAE law.

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What is a Board Resolution For Acquisition Of Company?

A Board Resolution For Acquisition Of Company is a fundamental corporate governance document required under UAE law when a company intends to acquire another entity. This document serves as official evidence of the board's approval and authorization of the acquisition transaction, complying with UAE Federal Law No. 32 of 2021 and related regulations. It is typically prepared following detailed discussions and due diligence, and precedes the execution of definitive acquisition agreements. The resolution must address specific UAE requirements including foreign ownership restrictions, regulatory approvals (such as from the SCA for listed companies or the Central Bank for financial institutions), and local corporate governance standards. The document includes essential details about the transaction structure, purchase consideration, and authority delegation, while also ensuring compliance with free zone regulations if applicable.

What sections should be included in a Board Resolution For Acquisition Of Company?

1. Company Information: Details of the company passing the resolution, including its full legal name, registration number, and registered office

2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

3. Directors Present: List of directors in attendance and those absent, confirming proper notice was given

4. Background: Context of the proposed acquisition and strategic rationale

5. Target Company Details: Information about the company being acquired, including legal name, registration details, and business description

6. Transaction Overview: Key terms of the proposed acquisition including purchase price and payment terms

7. Board Determinations: Board's findings regarding transaction benefits and alignment with company interests

8. Resolutions: Formal decisions of the board, including approval of the acquisition and authorization of specific actions

9. Authority Delegation: Authorization of specific officers to execute documents and take necessary actions

10. Signature Block: Space for Chairman/Secretary signatures and company seal

What sections are optional to include in a Board Resolution For Acquisition Of Company?

1. Financing Arrangements: Include when the acquisition requires specific financing approvals or arrangements

2. Regulatory Compliance: Required when the transaction needs specific regulatory approvals (e.g., SCA, Central Bank)

3. Share Capital Changes: Include if the acquisition involves changes to the company's share capital

4. Related Party Disclosures: Required when the acquisition involves related parties under UAE law

5. Post-Closing Integration: Include when board approval for specific post-acquisition integration plans is needed

6. Foreign Ownership Considerations: Required when the transaction involves foreign ownership aspects

What schedules should be included in a Board Resolution For Acquisition Of Company?

1. Schedule 1 - Purchase Agreement: Copy or summary of the main acquisition agreement

2. Schedule 2 - Valuation Report: Summary of independent valuation of target company

3. Schedule 3 - Due Diligence Summary: Key findings from due diligence investigation

4. Schedule 4 - Financial Terms: Detailed breakdown of purchase price, payment terms, and financing structure

5. Schedule 5 - Corporate Structure: Pre and post-acquisition corporate structure charts

6. Appendix A - Board Meeting Minutes: Full minutes of the board meeting where resolution was passed

7. Appendix B - Legal Opinion: Legal counsel's opinion on transaction structure and compliance

8. Appendix C - Regulatory Approvals: Copies or summary of required regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Clauses
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Hospitality

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Mergers & Acquisitions

Finance

Compliance

Corporate Secretariat

Executive Management

Strategy

Risk Management

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Director

Chairman of the Board

Chief Legal Officer

Head of Mergers & Acquisitions

Chief Strategy Officer

Compliance Officer

Corporate Governance Officer

Managing Director

Executive Director

Investment Director

Legal Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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