Board Resolution For Sale Of Company for India

Board Resolution For Sale Of Company Template for India

A Board Resolution for Sale of Company is a formal document under Indian corporate law that records the board of directors' decision to approve and proceed with the sale of the company. This document, governed by the Companies Act, 2013, serves as official evidence of the board's authorization of the sale transaction, including key terms, conditions, and designated signatories. The resolution must comply with Indian statutory requirements and typically includes details about the transaction structure, consideration amount, buyer information, and any specific conditions or regulatory approvals required.

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What is a Board Resolution For Sale Of Company?

A Board Resolution For Sale of Company is a crucial corporate document required under Indian law when a company intends to sell its business or undertaking. This resolution is mandated by the Companies Act, 2013, and must be passed at a valid board meeting with proper quorum. The document serves multiple purposes: it demonstrates proper corporate authorization, records the board's informed decision-making process, and provides necessary authority to proceed with the sale transaction. It should be used whenever a company plans to sell its business, whether wholly or substantially, and must include specific details about the transaction, buyer, consideration, and compliance with legal requirements. The resolution also typically addresses regulatory approvals, shareholder consent requirements, and appointment of authorized representatives to execute the sale documents.

What sections should be included in a Board Resolution For Sale Of Company?

1. Title and Date: Specifies that this is a resolution of the Board of Directors, including company name and meeting date

2. Attendance and Quorum: Lists directors present and confirms meeting quorum requirements are met

3. Chairman: Identifies the Chairman of the meeting

4. Background: Explains the context and rationale for the proposed sale of the company

5. Key Transaction Terms: Outlines the fundamental terms of the sale including purchase price, buyer details, and basic structure

6. Board Considerations: Details the factors considered by the Board in reaching their decision

7. Declaration of Interest: Directors' disclosures of any interests in the transaction

8. Main Resolution: The formal resolution text approving the sale and authorizing specific actions

9. Authority to Execute: Designates authorized signatories for transaction documents

10. Statutory Compliance: Confirms compliance with relevant laws and regulations

11. Certification: Company Secretary's certification of the resolution

What sections are optional to include in a Board Resolution For Sale Of Company?

1. Special Conditions: Required when there are specific conditions precedent or subsequent to the sale

2. Regulatory Approvals: Needed when specific regulatory clearances are required (e.g., CCI approval)

3. Foreign Investment Provisions: Required when the sale involves foreign buyers or FEMA compliance

4. Employee Matters: Needed when specific employee-related decisions are part of the sale

5. Intellectual Property: Required when specific IP-related decisions need board approval

6. Real Estate Assets: Needed when specific real estate transfers require separate approval

7. Shareholder Approval: Required when the transaction needs subsequent shareholder approval

What schedules should be included in a Board Resolution For Sale Of Company?

1. Schedule A - Transaction Summary: Detailed summary of the sale transaction terms

2. Schedule B - Valuation Report: Summary or reference to independent valuation report

3. Schedule C - Asset List: List of major assets included in the sale

4. Schedule D - Material Contracts: List of material contracts affecting the sale

5. Appendix 1 - Director Attendance: Detailed attendance record including video/audio participation

6. Appendix 2 - Notice and Agenda: Copy of board meeting notice and agenda

7. Appendix 3 - Legal Opinion: Reference to legal opinion on transaction structure, if any

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

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Healthcare

Real Estate

Infrastructure

Telecommunications

Energy

Professional Services

Media and Entertainment

Automotive

Consumer Goods

Pharmaceuticals

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Leadership

Compliance

Finance

Corporate Development

Risk Management

Mergers & Acquisitions

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Director

Compliance Officer

Board Chairman

Independent Director

Corporate Lawyer

Investment Banker

Chief Legal Officer

Director of Corporate Affairs

Risk Management Officer

Corporate Development Director

M&A Director

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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