A Board Resolution For Cancellation of Shares is a crucial corporate governance document used when an Australian company needs to formally cancel shares in its capital structure. This may occur in various situations, such as implementing a share buy-back, cancelling forfeited shares, or reducing capital. The document must comply with the Corporations Act 2001 (Cth) and, if applicable, ASX Listing Rules for public companies. It typically includes meeting details, director attendance, the formal resolution, implementation authority, and relevant supporting schedules. The resolution needs to be properly documented and filed with ASIC, and may require shareholder approval depending on the circumstances of the cancellation.
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1. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice
2. Attendance and Quorum: List of directors present, apologies, and confirmation of meeting quorum
3. Background: Context and reasons for the proposed share cancellation
4. Declarations of Interest: Directors' declarations of any interests in the matter
5. Review of Documentation: Confirmation that the board has reviewed all necessary documentation
6. Consideration of Legal Requirements: Statement confirming compliance with Corporations Act requirements
7. Resolution: Formal resolution for the cancellation of shares, including specific details of shares to be cancelled
8. Implementation Authority: Authorization for officers to execute necessary documents and take required actions
9. Closure: Signature of chairperson and company secretary, date of signing
1. Selective Reduction Considerations: Required when the cancellation involves a selective reduction of capital, addressing fairness and special resolution requirements
2. Financial Assistance Provisions: Required when the cancellation involves financial assistance considerations under the Corporations Act
3. ASX Compliance Statement: Required for listed companies, addressing compliance with ASX Listing Rules
4. Employee Share Scheme Provisions: Required when cancelling shares related to an employee share scheme
5. Special Conditions: Any special conditions or requirements specific to the share cancellation
1. Schedule 1 - Share Details: Detailed information about the shares to be cancelled, including share numbers, classes, and holders
2. Schedule 2 - Valuation Report: If applicable, independent valuation report for the shares being cancelled
3. Schedule 3 - Legal Requirements Checklist: Checklist confirming compliance with all relevant legal requirements
4. Appendix A - Supporting Documents: Copies of relevant supporting documents (e.g., shareholder agreements, ASIC forms)
5. Appendix B - Notice of Meeting: Copy of the notice of board meeting and any related correspondence
Relevant legal definitions
Clauses
Meeting Constitution
Quorum Confirmation
Director Interests
Background and Purpose
Legal Compliance
Share Identification
Cancellation Terms
Capital Reduction
Financial Impact
Shareholder Rights
Implementation Authority
Document Execution
Regulatory Compliance
Record Keeping
Notice Requirements
ASX Compliance
Director Authorization
Procedural Requirements
Financial Assistance
Registration and Lodgment
Quorum Confirmation
Director Interests
Background and Purpose
Legal Compliance
Share Identification
Cancellation Terms
Capital Reduction
Financial Impact
Shareholder Rights
Implementation Authority
Document Execution
Regulatory Compliance
Record Keeping
Notice Requirements
ASX Compliance
Director Authorization
Procedural Requirements
Financial Assistance
Registration and Lodgment
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Retail
Mining and Resources
Healthcare
Real Estate
Telecommunications
Energy
Construction
Agriculture
Education
Transport and Logistics
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Board of Directors
Finance
Compliance
Risk Management
Corporate Services
Share Registry
Executive Management
Relevant Roles
Company Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Chairman
Share Registry Manager
Company Administrator
Corporate Services Manager
Risk Manager
Finance Director
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