A Board Resolution For Purchase of Shares is a crucial corporate governance document used in Australian business practice when a company intends to acquire shares, whether in another company or through a share buyback. This document is essential for demonstrating proper corporate governance and compliance with the Corporations Act 2001 and other relevant Australian legislation. It serves as official evidence that the board has properly considered and approved the share purchase, including assessing its alignment with the company's interests, financial implications, and regulatory requirements. The resolution typically includes details about the transaction structure, purchase price, number of shares, and authorization for executing the necessary documents. It's particularly important for audit trails, regulatory compliance, and corporate record-keeping, and may be required by third parties such as banks, regulators, or the share seller as evidence of proper authorization.
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1. Company Details: Full legal name of the company, ACN, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Present and Apologies: List of directors present and those who submitted apologies
4. Chairperson: Identification of the meeting's chairperson
5. Declaration of Interests: Directors' declarations of any interests in the proposed share purchase
6. Background: Context of the proposed share purchase, including rationale and business case
7. Share Purchase Details: Specific details of the proposed share purchase including number of shares, price, and seller details
8. Financial Considerations: Confirmation of company's financial capacity to make the purchase
9. Board Determinations: The board's findings regarding the benefit to the company and compliance with duties
10. Resolutions: Formal resolutions approving the share purchase and authorizing specific actions
11. Authorization: Appointment of authorized persons to execute documents and take necessary actions
12. Closure: Formal closing of the meeting
13. Signature Block: Chairperson's signature and date of signing
1. FIRB Approval: Required when the share purchase involves foreign investment requiring FIRB approval
2. ASX Compliance: Required for listed companies to confirm compliance with ASX listing rules
3. Due Diligence Findings: Summary of due diligence results when significant investigation was conducted
4. Financing Arrangements: Details of any financing arrangements for the share purchase
5. Risk Assessment: Analysis of identified risks and mitigation strategies
6. Expert Opinions: Reference to any external expert opinions or valuations obtained
1. Share Purchase Terms: Detailed terms and conditions of the share purchase
2. Valuation Report: Summary or full report of share valuation if obtained
3. Financial Analysis: Detailed financial analysis supporting the purchase decision
4. Legal Due Diligence Report: Summary of legal due diligence findings if applicable
5. Regulatory Approvals: Copies of any required regulatory approvals
6. Board Papers: Supporting documentation presented to the board
Relevant legal definitions
Board
Company
Corporations Act
Directors
Meeting
Purchase Price
Purchase Shares
Resolution
Seller
Share Certificate
Share Purchase Agreement
Share Registry
Target Company
Transaction Documents
Transfer Form
Completion Date
Constitution
Authorized Signatories
Due Diligence Report
FIRB Approval
Consideration
Business Day
ASX
ASIC
Voting Rights
Shareholder Rights
Company
Corporations Act
Directors
Meeting
Purchase Price
Purchase Shares
Resolution
Seller
Share Certificate
Share Purchase Agreement
Share Registry
Target Company
Transaction Documents
Transfer Form
Completion Date
Constitution
Authorized Signatories
Due Diligence Report
FIRB Approval
Consideration
Business Day
ASX
ASIC
Voting Rights
Shareholder Rights
Clauses
Recitals
Constitution Authority
Meeting Details
Director Attendance
Quorum
Directors' Interests
Background
Business Case
Financial Consideration
Due Diligence
Share Details
Purchase Price
Transaction Terms
Directors' Duties Compliance
Regulatory Compliance
Financial Capacity
Authorization
Execution Authority
Implementation
Record Keeping
Company Seal Usage
Chairperson Certification
Constitution Authority
Meeting Details
Director Attendance
Quorum
Directors' Interests
Background
Business Case
Financial Consideration
Due Diligence
Share Details
Purchase Price
Transaction Terms
Directors' Duties Compliance
Regulatory Compliance
Financial Capacity
Authorization
Execution Authority
Implementation
Record Keeping
Company Seal Usage
Chairperson Certification
Relevant Industries
Financial Services
Professional Services
Technology
Mining and Resources
Healthcare
Real Estate
Manufacturing
Retail
Telecommunications
Energy
Agriculture
Construction
Transport and Logistics
Education
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Development
Investment
Executive Management
Board of Directors
Governance
Risk Management
Treasury
Mergers and Acquisitions
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Board Director
Chairman
Managing Director
Chief Operating Officer
Investment Manager
Corporate Secretary
Compliance Officer
Finance Director
Head of Corporate Development
Chief Investment Officer
Board Member
Executive Director
Non-Executive Director
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