Board Resolution For Acquisition Of Shares for Nigeria

Board Resolution For Acquisition Of Shares Template for Nigeria

A Board Resolution for Acquisition of Shares is a formal document that records the decision and authorization of a company's board of directors to proceed with the acquisition of shares in another company. Under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, this document serves as official evidence of the board's approval and authorization for the share acquisition transaction. The resolution details the specific terms of the acquisition, including the number and class of shares, purchase price, and any conditions attached to the transaction. It also designates authorized representatives to execute the necessary documents and fulfill regulatory requirements.

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What is a Board Resolution For Acquisition Of Shares?

A Board Resolution For Acquisition of Shares is a crucial corporate governance document required under Nigerian law when a company intends to acquire shares in another entity. This document is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be properly executed to ensure legal compliance and corporate authorization. The resolution is typically prepared following detailed discussions and due diligence, and precedes the actual share acquisition transaction. It serves multiple purposes: documenting the board's approval, specifying the transaction details, authorizing specific individuals to execute the acquisition, and meeting regulatory requirements. The document is particularly important for creating a clear audit trail of corporate decision-making and is often required by regulatory bodies such as the Corporate Affairs Commission and, where applicable, the Securities and Exchange Commission.

What sections should be included in a Board Resolution For Acquisition Of Shares?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name and registration number of the company passing the resolution

3. Meeting Details: Confirmation of proper notice, quorum, and meeting validity

4. Directors Present: List of directors in attendance and those absent with or without apologies

5. Chairperson: Identity of the person chairing the meeting

6. Background: Context of the proposed share acquisition including business rationale

7. Transaction Details: Specific details of the share acquisition including number of shares, price, and target company details

8. Board Deliberation: Summary of the board's consideration of the transaction

9. Resolution Statements: The formal 'RESOLVED' statements detailing the approved actions

10. Authorization: Specific powers granted to officers to execute the transaction

11. Certification: Certification of the resolution's validity by the company secretary

What sections are optional to include in a Board Resolution For Acquisition Of Shares?

1. Regulatory Compliance: Required when the acquisition needs specific regulatory approvals (e.g., SEC, FCCPC)

2. Condition Precedents: Include when the share acquisition is subject to specific conditions being met

3. Financing Details: Required when the resolution needs to address the funding mechanism for the acquisition

4. Conflict of Interest Declarations: Include when any director has a direct or indirect interest in the transaction

5. Risk Assessment: Optional section detailing the board's consideration of transaction risks

6. Related Party Disclosure: Required when the acquisition involves related parties

What schedules should be included in a Board Resolution For Acquisition Of Shares?

1. Share Purchase Details: Detailed breakdown of shares to be acquired, including class, rights, and consideration

2. Target Company Information: Key information about the company whose shares are being acquired

3. Due Diligence Summary: Summary of key findings from due diligence investigation

4. Authorized Signatories: List of persons authorized to execute documents related to the acquisition

5. Required Regulatory Filings: List of necessary regulatory filings and approvals

6. Board Meeting Attendance Register: Signed attendance record of the board meeting

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

Nigeria

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Technology

Energy

Telecommunications

Real Estate

Healthcare

Consumer Goods

Agriculture

Mining

Professional Services

Transportation

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Finance

Mergers & Acquisitions

Corporate Governance

Risk Management

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Governance Officer

Chief Financial Officer

Board Director

Compliance Officer

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

General Counsel

Executive Director

Non-Executive 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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