A Board Resolution For Sale of Assets is a crucial corporate document required under Hong Kong law when a company intends to dispose of significant assets. This document is essential for demonstrating proper corporate governance and compliance with the Hong Kong Companies Ordinance (Cap. 622). It is typically used when the value or nature of the assets being sold requires formal board approval, whether due to statutory requirements, the company's articles of association, or good corporate governance practices. The resolution records the board's informed decision-making process, confirms directors have fulfilled their fiduciary duties, and provides clear authority for executing the transaction. It should be drafted with careful consideration of Hong Kong's legal requirements, particularly regarding directors' duties, disclosure obligations, and corporate approval thresholds.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present, confirmation of proper notice, and establishment of quorum
3. Background: Context of the proposed asset sale, including business rationale and commercial terms
4. Declaration of Interests: Disclosure of any directors' interests in the proposed transaction
5. Consideration of Transaction: Details of board's review of sale terms, valuation, and impact on company
6. Principal Resolution: Formal approval of the asset sale with specific details of assets and key terms
7. Authorization: Empowerment of specific officers to execute documents and complete the transaction
8. Certification: Confirmation that resolution was duly passed and recording in company books
1. Related Party Transaction Considerations: Required if the buyer is a related party, addressing fair value and independent assessment
2. Shareholder Approval Requirement: Include if the transaction size requires shareholder approval under articles or listing rules
3. Regulatory Compliance: Include if specific regulatory approvals or notifications are required
4. Risk Assessment: Optional section detailing board's consideration of transaction risks
5. Post-Completion Actions: Include if specific post-sale actions need board approval or delegation
1. Schedule 1 - Asset Details: Detailed list and description of assets being sold
2. Schedule 2 - Key Transaction Terms: Summary of principal commercial terms including price, payment terms, and conditions
3. Schedule 3 - Authorized Signatories: List of authorized persons with specific signing powers
4. Appendix A - Valuation Report Summary: If applicable, summary of independent valuation
5. Appendix B - Financial Impact Analysis: Summary of financial impact on company post-transaction
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Financial Services
Technology
Retail
Industrial
Healthcare
Hospitality
Transportation
Energy
Mining
Construction
Professional Services
Relevant Teams
Legal
Corporate Secretarial
Finance
Corporate Affairs
Executive Management
Asset Management
Operations
Risk Management
Compliance
Board Secretariat
Relevant Roles
Director
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Corporate Counsel
Legal Director
Finance Director
Asset Manager
Commercial Director
Board Chairman
Managing Director
Chief Operating Officer
Head of Legal
Head of Corporate Affairs
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