Board Resolution For Transfer Of Assets for India

Board Resolution For Transfer Of Assets Template for India

A formal corporate document passed by the Board of Directors under Indian company law that authorizes and documents the transfer of company assets to another entity. The resolution details the specific assets being transferred, their valuation, terms of transfer, and authorizes designated officials to execute necessary documents. It ensures compliance with the Companies Act, 2013, and other relevant Indian legislation, providing a clear record of the board's approval and the transaction's key terms. This document is crucial for corporate governance and serves as evidence of proper authorization for significant asset transfers.

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Board Resolution For Transfer Of Assets

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What is a Board Resolution For Transfer Of Assets?

A Board Resolution For Transfer of Assets is a crucial corporate document required under Indian law when a company intends to transfer significant assets to another entity. This document is mandated by the Companies Act, 2013, and must be passed in a valid board meeting with proper quorum. It becomes necessary when companies undergo restructuring, divestment, or strategic sales of assets. The resolution typically includes details about the assets being transferred, their valuation, consideration, and terms of transfer. It also designates authorized persons to execute the transfer documents and handle related matters. For certain material assets, additional shareholder approval may be required under Section 180 of the Companies Act. The resolution serves as primary evidence of corporate authorization and is often required by regulatory authorities, banks, and other stakeholders involved in the transaction.

What sections should be included in a Board Resolution For Transfer Of Assets?

1. Meeting Details: Date, time, venue of the board meeting, directors present, quorum confirmation

2. Chairperson: Appointment/confirmation of the chairperson for the meeting

3. Background: Context of the proposed asset transfer, business rationale, and benefits to the company

4. Presentation of Proposal: Details of the proposed asset transfer including value, consideration, and basic terms

5. Disclosure of Interest: Directors' disclosures of any interest in the proposed transfer as per Section 184 of Companies Act

6. Main Resolution: The core resolution text approving the transfer of assets with key terms and conditions

7. Authorization: Empowering specific officers/directors to execute documents and take necessary actions

8. Certification: Certification of the resolution as true copy by Company Secretary or Director

What sections are optional to include in a Board Resolution For Transfer Of Assets?

1. Shareholder Approval Reference: Required if the asset transfer falls under Section 180 of Companies Act requiring shareholder approval

2. Valuation Report Reference: Include when a formal valuation has been conducted for the assets

3. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed

4. Related Party Disclosure: Include if the transfer involves related parties as per Companies Act

5. Tax Implications: Include when significant tax considerations need to be acknowledged

6. Employee Matters: Required if the asset transfer affects employees or includes transfer of employees

What schedules should be included in a Board Resolution For Transfer Of Assets?

1. Schedule A - Asset Description: Detailed list and description of all assets being transferred

2. Schedule B - Consideration Details: Breakdown of the consideration, payment terms, and conditions

3. Schedule C - Existing Encumbrances: List of any existing liens, charges, or encumbrances on the assets

4. Appendix 1 - Valuation Report Summary: Summary of independent valuation report if applicable

5. Appendix 2 - Due Diligence Summary: Summary of key findings from due diligence if conducted

6. Appendix 3 - Required Approvals: List of all regulatory and third-party approvals required

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 Industries

Manufacturing

Information Technology

Real Estate

Financial Services

Healthcare

Retail

Infrastructure

Energy

Telecommunications

Professional Services

Automotive

Agriculture

Mining

Education

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Risk Management

Asset Management

Board Secretariat

Corporate Affairs

Regulatory Affairs

Relevant Roles

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Asset Manager

Finance Director

Risk Manager

Corporate Secretary

General Counsel

Board Chairman

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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