Board Resolution For Acquisition Of Shares for United Arab Emirates

Board Resolution For Acquisition Of Shares Template for United Arab Emirates

A formal corporate document prepared under UAE Federal Decree-Law No. 32 of 2021 (UAE Companies Law) that records the board of directors' approval for the acquisition of shares in another company. The resolution documents the board's consideration of the transaction, confirms its alignment with the company's interests, and authorizes specific actions and individuals to execute the acquisition. It must comply with UAE corporate governance requirements and may need to address additional regulatory considerations depending on the transaction size, industry sector, and whether the companies involved are publicly listed.

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What is a Board Resolution For Acquisition Of Shares?

A Board Resolution For Acquisition Of Shares is a critical corporate governance document required under UAE law when a company intends to acquire shares in another entity. This document is governed by Federal Decree-Law No. 32 of 2021 and must be prepared whenever a company's board approves a share acquisition transaction. The resolution serves multiple purposes: it formally records the board's decision, demonstrates proper corporate governance, provides authority for executing the transaction, and serves as evidence of compliance with UAE legal requirements. The document typically includes details of the proposed acquisition, confirmation of the board's authority, consideration of the company's best interests, and specific authorizations for implementation. For listed companies, additional requirements under Securities and Commodities Authority regulations must be addressed in the resolution.

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

1. Company Details: Full legal name of the company, commercial registration number, and registered office address

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

3. Attendance: List of present board members, apologies, and other attendees

4. Chairman and Secretary: Identification of the meeting's chairman and appointed secretary

5. Background: Brief description of the proposed share acquisition and its strategic rationale

6. Transaction Details: Specific details of the share acquisition including number of shares, price, and seller information

7. Board Determinations: Confirmation that the transaction is in the company's best interests and within its powers

8. Resolutions: Formal resolutions approving the acquisition and related matters

9. Authorization: Empowerment of specific individuals to execute documents and take necessary actions

10. Closing: Signature block for chairman and secretary certification

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

1. Regulatory Approvals: Required when the acquisition needs specific regulatory clearances (e.g., SCA approval for listed companies)

2. Financing Arrangements: Included when the acquisition requires new financing or affects existing financing arrangements

3. Related Party Disclosures: Required when the acquisition involves related parties under UAE Companies Law

4. Competition Law Considerations: Needed for large acquisitions that may trigger competition law thresholds

5. Foreign Ownership Considerations: Required when the acquisition involves foreign investors or affects foreign ownership ratios

6. Conditions Precedent: Included when the acquisition approval is subject to specific conditions being met

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

1. Share Purchase Agreement: Draft or final version of the share purchase agreement to be approved

2. Valuation Report: Independent valuation report supporting the acquisition price (if applicable)

3. Due Diligence Summary: Summary of key findings from due diligence investigations

4. Financial Impact Analysis: Analysis of the acquisition's impact on the company's financial position

5. Regulatory Filings: Copies of required regulatory notifications or applications

6. Corporate Authority Documents: Evidence of authority to execute the transaction (e.g., POAs, delegations)

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
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Healthcare

Retail

Energy

Transportation

Telecommunications

Professional Services

Construction

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Finance

Corporate Affairs

Investment

Mergers & Acquisitions

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Member

Company Secretary

General Counsel

Legal Director

Corporate Governance Officer

Compliance Officer

Chief Investment Officer

Head of Mergers & Acquisitions

Corporate Secretary

Managing Director

Executive Director

Board Chairman

Chief Legal Officer

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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