A Board Resolution For Cancellation of Shares is essential when a company needs to reduce its issued share capital or cancel treasury shares. This document is commonly used in situations such as share buybacks, capital reduction programs, or correction of share issuance errors. In the United States, the resolution must comply with both federal and state requirements, including SEC regulations for public companies and state corporate laws. The document specifies the number and class of shares to be cancelled, the reason for cancellation, and provides the necessary authorization for corporate officers to execute the cancellation.
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1. Title and Date: Identifies the document as a board resolution and date of meeting
2. Company Information: Legal name and jurisdiction of incorporation
3. Recitals: Background information and reasons for share cancellation
4. Resolution Statement: Formal declaration of board's decision
5. Share Details: Specific information about shares to be cancelled
6. Authorization: Authority granted to officers to execute cancellation
7. Certification: Secretary's certification of resolution's authenticity
1. Consideration Details: Additional section required when payment is involved in share cancellation
2. Tax Implications: Additional section required when cancellation has significant tax consequences
3. Regulatory Compliance: Additional section required for public companies or regulated industries regarding specific regulatory requirements
1. Schedule A - Share Details: Detailed list of share certificates to be cancelled
2. Schedule B - Shareholder Information: Details of affected shareholders when multiple shareholders are involved
3. Exhibit 1 - Supporting Documents: Relevant supporting documentation such as valuation reports or other materials supporting the cancellation
Relevant legal definitions
Company
Board of Directors
Shares
Cancelled Shares
Articles of Incorporation
Bylaws
Share Certificate
Share Register
Record Date
Treasury Shares
Authorized Share Capital
Issued Share Capital
Paid-up Capital
Resolution Date
Effective Date
Shareholders
Share Transfer Agent
Registrar
Securities Laws
Applicable Law
Corporate Secretary
Authorized Officers
Stock Exchange
SEC
State Filing Authority
Clauses
Corporate Authority
Share Details
Cancellation Authorization
Compliance with Laws
Regulatory Approvals
Capital Reduction
Share Certificate Surrender
Register Amendment
Officer Authorization
Filing Requirements
Record Keeping
Documentation
Notice Requirements
Tax Matters
Stock Exchange Notification
Consideration Payment
Shareholder Rights
Legal Compliance
Implementation
Secretary Certification
Relevant Industries
Relevant Teams
Relevant Roles
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