A Board Resolution Approving Sale Of Shares is a crucial corporate governance document required under Nigerian law when a company's shares are being transferred or sold. This document is mandated by the Companies and Allied Matters Act (CAMA) 2020 and demonstrates that the board has properly considered and approved the share transfer in accordance with Nigerian corporate law requirements. The resolution should be used whenever there is a significant share sale that requires board approval, particularly in private companies or where the company's constitutional documents require such approval. It contains essential details including the meeting particulars, share sale terms, and necessary authorizations. The document forms part of the company's official records and may be required by regulatory authorities, banks, or other stakeholders as evidence of proper corporate authorization for the transaction.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration details of the company
3. Meeting Details: Confirmation of proper notice, quorum, and meeting validity
4. Attendance Record: List of directors present and absent, including chairperson identification
5. Background: Context of the proposed share sale and reasons for consideration
6. Share Sale Details: Specific details of the proposed share sale including number of shares, price, and parties involved
7. Board Determinations: Statement that the board has considered the transaction and determined it to be in the company's best interests
8. Resolutions: The specific resolutions being passed, including approval of the sale and authorization of specific actions
9. Authorization: Empowerment of specific officers to execute documents and take necessary actions
10. Certification: Signature section for company secretary/authorized officer to certify the resolution
1. Regulatory Compliance: Section addressing specific regulatory requirements - include if the company is publicly listed or the transaction requires regulatory approval
2. Conditions Precedent: Any conditions that must be met before the share sale can proceed - include if there are specific prerequisites
3. Related Party Disclosure: Declaration of any related party interests - include if the sale involves related parties
4. Tax Considerations: Specific tax-related approvals or considerations - include if there are significant tax implications
5. Share Transfer Restrictions: Reference to any existing restrictions in articles or shareholders agreement - include if relevant restrictions exist
1. Share Sale Terms: Detailed terms and conditions of the share sale
2. Director Attendance List: Detailed list of directors with their signatures confirming attendance
3. Supporting Documents: List of key documents reviewed by the board in making their decision
4. Existing Shareholding Structure: Current shareholding structure before the proposed sale
5. Post-Sale Shareholding Structure: Projected shareholding structure after the proposed sale
Relevant legal definitions
Board
Company
Directors
Shares
Share Sale Agreement
Transfer Date
Consideration
Selling Shareholder(s)
Purchasing Shareholder(s)
Articles of Association
CAMA
Meeting
Resolution
Completion Date
Transfer Documents
Corporate Seal
Authorized Signatories
Share Certificate
Register of Members
Quorum
Business Day
Securities and Exchange Commission
Corporate Affairs Commission
Board Approval
Regulatory Approvals
Related Party
Fair Value
Material Transaction
Ordinary Shares
Voting Rights
Company
Directors
Shares
Share Sale Agreement
Transfer Date
Consideration
Selling Shareholder(s)
Purchasing Shareholder(s)
Articles of Association
CAMA
Meeting
Resolution
Completion Date
Transfer Documents
Corporate Seal
Authorized Signatories
Share Certificate
Register of Members
Quorum
Business Day
Securities and Exchange Commission
Corporate Affairs Commission
Board Approval
Regulatory Approvals
Related Party
Fair Value
Material Transaction
Ordinary Shares
Voting Rights
Clauses
Meeting Constitution
Quorum Confirmation
Declaration of Interests
Share Sale Approval
Transaction Terms
Authority to Execute
Document Execution
Regulatory Compliance
Corporate Authority
Share Transfer Instructions
Officer Authorization
Certification
Filing Requirements
Record Keeping
Related Party Disclosure
Share Certificate Issuance
Register Updates
Conditions Precedent
Board Determination
Signing Authority
Quorum Confirmation
Declaration of Interests
Share Sale Approval
Transaction Terms
Authority to Execute
Document Execution
Regulatory Compliance
Corporate Authority
Share Transfer Instructions
Officer Authorization
Certification
Filing Requirements
Record Keeping
Related Party Disclosure
Share Certificate Issuance
Register Updates
Conditions Precedent
Board Determination
Signing Authority
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Energy
Telecommunications
Healthcare
Agriculture
Mining
Retail
Construction
Transportation
Education
Professional Services
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Board Services
Corporate Governance
Executive Office
Finance
Risk Management
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Chairman
Director
Chief Financial Officer
Compliance Officer
Corporate Secretary
Managing Director
Legal Director
Share Registrar
Corporate Affairs Manager
Board Member
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