Board Resolution For Purchase Of Assets for Singapore

Board Resolution For Purchase Of Assets Template for Singapore

A Board Resolution for Purchase of Assets is a formal document under Singapore law that records the board of directors' decision to acquire specific assets for the company. It complies with the Companies Act (Cap. 50) requirements and demonstrates proper corporate governance in asset acquisition decisions. The resolution details the nature of assets, purchase terms, and authorizes specific officers to execute the transaction.

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What is a Board Resolution For Purchase Of Assets?

A Board Resolution For Purchase of Assets is a crucial corporate document required under Singapore law when a company intends to acquire significant assets. It serves as official evidence that the board of directors has properly considered and approved the asset purchase in accordance with the Companies Act and corporate governance requirements. The resolution typically includes details of the assets, purchase price, payment terms, and designated officers authorized to execute the transaction. This document is particularly important for audit trails, regulatory compliance, and protecting directors from future liability claims.

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

1. Title and Date: Details of the company and date of resolution

2. Preamble: Statement confirming proper notice and quorum

3. Background: Context and reason for the asset purchase

4. Resolution Details: Specific details of the assets to be purchased and terms

5. Authorization: Authority granted to specific officers to execute the purchase

6. Certification: Authentication of the resolution by company secretary/director

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

1. Financing Arrangements: Details of any external financing required for the purchase

2. Shareholder Approval: Reference to shareholder approval requirements for major transactions

3. Risk Assessment: Overview of risk considerations for significant or high-risk asset purchases

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

1. Asset Schedule: Detailed list and description of assets to be purchased

2. Valuation Reports: Independent valuation of assets if applicable

3. Due Diligence Reports: Summary of due diligence findings if applicable

4. Board Meeting Minutes: Extract of relevant board meeting minutes

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

Singapore

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Companies Act (Cap. 50): Primary legislation governing corporate actions including board meetings, resolutions, directors' duties, requirements for major transactions, and corporate governance requirements

Securities and Futures Act (Cap. 289): Regulates securities markets, including disclosure requirements for listed companies and requirements for substantial asset acquisitions

SGX Listing Rules: For listed companies: requirements for material transactions, shareholders' approval thresholds, and disclosure obligations

Property Law: Includes Land Titles Act and Conveyancing and Law of Property Act, governing real property transactions and transfers

Stamp Duties Act: Governs stamp duty implications for asset purchases, particularly relevant for property transactions

Goods and Services Tax Act: Covers tax implications of asset purchases and GST registration requirements

Income Tax Act: Addresses tax implications of asset acquisition and capital allowances considerations

Competition Act: Covers merger control provisions and market competition considerations for substantial asset purchases

Employment Act: Relevant when asset purchase involves transfer of employees

Personal Data Protection Act: Applies when assets include customer databases or personal information

Company Constitution: Internal governing document that may contain specific requirements for asset purchases

Corporate Governance Code: Best practice guidelines for corporate governance in Singapore

Industry-Specific Regulations: Additional regulations that may apply depending on the company's industry sector

Existing Contractual Obligations: Review of existing contracts that may affect or be affected by the asset purchase

Bank/Creditor Requirements: Financial institution requirements and restrictions if the asset purchase involves financing

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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