A Board Resolution For Sale of Shares is a crucial corporate governance document required under Indian law whenever a company's shares are to be transferred. This document is essential for demonstrating proper corporate authorization and compliance with the Companies Act, 2013, and other applicable regulations. It is typically prepared following a board meeting where the proposed share transfer is discussed and approved. The resolution must include specific details about the transfer, such as share quantities, values, and parties involved, while ensuring compliance with the company's Articles of Association and relevant securities laws. For listed companies, additional compliance with SEBI regulations is necessary. This document serves as official evidence of the board's approval and is often required by regulatory authorities, banks, and other stakeholders involved in the share transfer process.
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1. Title and Date: Specifies that this is a Board Resolution along with the date, time, and venue of the meeting
2. Company Details: Full legal name and registered office address of the company
3. Attendance: List of directors present at the meeting and those who attended through video conferencing
4. Chairman: Name of the person chairing the meeting
5. Quorum Confirmation: Confirmation that the required quorum was present
6. Background: Brief context about the proposed share sale, including reason for the sale
7. Presentation of Matter: Detailed presentation of the share sale proposal including number of shares, price, and parties involved
8. Consideration of Documents: Reference to key documents reviewed by the board
9. Declaration of Interest: Disclosure of any directors' interest in the transaction
10. Resolution: The formal resolution text approving the share sale
11. Authorization: Empowerment of specific officers to execute necessary documents
12. Closure: Formal closure of the meeting with signature line for Chairman
1. FEMA Compliance: Required when the share sale involves foreign investors or cross-border elements
2. SEBI Compliance: Required for listed companies, including details of compliance with relevant SEBI regulations
3. Special Conditions: Any specific conditions or requirements attached to the share sale
4. Valuation Reference: When a formal valuation report is used to determine share price
5. Tax Considerations: When specific tax implications need to be acknowledged
6. Related Party Disclosure: Required when the share sale involves related parties as defined under the Companies Act
1. Schedule A - Share Transfer Details: Detailed information about the shares being sold including class, number, distinctive numbers, and consideration
2. Schedule B - Buyer Information: Details of the buyer(s) including KYC documents
3. Appendix 1 - Valuation Report: Copy or summary of share valuation report if applicable
4. Appendix 2 - Due Diligence Report: Summary of any due diligence conducted, if applicable
5. Appendix 3 - Regulatory Approvals: Copies of any required regulatory approvals or permissions
6. Appendix 4 - Power of Attorney: If any authority is delegated through a Power of Attorney for executing documents
Relevant legal definitions
Board
Company
Articles of Association
Memorandum of Association
Shares
Transfer
Transferor
Transferee
Consideration
Effective Date
Share Transfer Form
Applicable Laws
SEBI
Companies Act
Valuation Report
Due Diligence Report
Business Day
Authorized Representatives
Regulatory Approvals
Share Certificate
Prescribed Forms
Register of Members
Fair Market Value
Stamp Duty
Company
Articles of Association
Memorandum of Association
Shares
Transfer
Transferor
Transferee
Consideration
Effective Date
Share Transfer Form
Applicable Laws
SEBI
Companies Act
Valuation Report
Due Diligence Report
Business Day
Authorized Representatives
Regulatory Approvals
Share Certificate
Prescribed Forms
Register of Members
Fair Market Value
Stamp Duty
Clauses
Meeting Details
Quorum Confirmation
Board Authority
Share Transfer Details
Consideration
Regulatory Compliance
Authorization
Execution Authority
Director Interests
Document Review
Share Certificate Issuance
Register Update
Compliance Confirmation
Legal Requirements
Tax Implications
Stamp Duty
Record Maintenance
Officer Authorization
Valuation Acknowledgment
Related Party Disclosure
Quorum Confirmation
Board Authority
Share Transfer Details
Consideration
Regulatory Compliance
Authorization
Execution Authority
Director Interests
Document Review
Share Certificate Issuance
Register Update
Compliance Confirmation
Legal Requirements
Tax Implications
Stamp Duty
Record Maintenance
Officer Authorization
Valuation Acknowledgment
Related Party Disclosure
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Infrastructure
Education
Media and Entertainment
Agriculture
Mining
Relevant Teams
Legal
Corporate Secretarial
Compliance
Finance
Corporate Governance
Risk Management
Regulatory Affairs
Investment
Treasury
Board Secretariat
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Managing Director
Investment Manager
Corporate Governance Officer
Finance Director
Risk Management Officer
Regulatory Affairs Manager
Share Transfer Agent
Board Chairman
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