A Board Resolution For Sale of Company is a crucial corporate governance document required under South African law when a company is being sold. It must comply with the Companies Act 71 of 2008 and demonstrates that the board has properly considered and approved the sale transaction. This document is typically prepared following detailed negotiations and due diligence, but prior to the final execution of sale agreements. It should reflect careful consideration of the company's best interests, proper declaration of any conflicts, and clear authorization for specific individuals to execute the transaction. The resolution must be properly recorded in the company's records and may be required by various stakeholders including regulators, banks, and the purchaser's legal team as evidence of valid corporate action.
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1. Meeting Details: Date, time, venue of the board meeting, and confirmation of proper notice
2. Attendance and Quorum: List of directors present, absent, and confirmation that quorum requirements were met
3. Background: Context of the proposed sale, including company details and reason for the sale
4. Declaration of Interests: Directors' declarations of any personal financial interests in the transaction as per Section 75 of Companies Act
5. Transaction Overview: Key terms of the proposed sale including purchase price and major conditions
6. Board Considerations: Factors considered by the board including valuation, strategic rationale, and impact on stakeholders
7. Resolutions: Specific resolutions being passed, including approval of sale and authorization of actions
8. Implementation Authority: Authorization of specific directors/officers to execute documents and take necessary actions
9. Certification: Certification by chairperson/company secretary that resolution was duly passed
1. Regulatory Approvals: Section addressing required regulatory approvals (include if Competition Commission approval or other regulatory clearances are needed)
2. B-BBEE Considerations: Section addressing B-BBEE implications (include if company has B-BBEE commitments or if buyer's B-BBEE status is relevant)
3. Share Capital Details: Details of company's share capital structure (include if sale involves share transfer rather than asset sale)
4. Foreign Exchange Considerations: Section addressing exchange control requirements (include if transaction involves foreign buyers)
5. Employee Considerations: Section addressing impact on employees (include if sale affects employment arrangements)
1. Purchase Agreement: Copy or summary of the main sale agreement being approved
2. Valuation Report: Summary of independent valuation or fair value assessment
3. Director Attendance Register: Detailed record of directors present and voting
4. Financial Information: Relevant financial statements or projections considered
5. Legal Opinion: Summary of legal advice received regarding the transaction (if any)
6. Regulatory Filings: Copies of required regulatory notifications or applications
Relevant legal definitions
Clauses
Meeting Convening
Quorum Confirmation
Director Attendance
Interest Declarations
Transaction Overview
Sale Consideration
Board Deliberation
Regulatory Compliance
Competition Law
Exchange Control
B-BBEE Status
Employee Matters
Authorization Powers
Document Execution
Implementation Authority
Bank Mandate
Company Secretary Authority
Certification
Quorum Confirmation
Director Attendance
Interest Declarations
Transaction Overview
Sale Consideration
Board Deliberation
Regulatory Compliance
Competition Law
Exchange Control
B-BBEE Status
Employee Matters
Authorization Powers
Document Execution
Implementation Authority
Bank Mandate
Company Secretary Authority
Certification
Relevant Industries
Manufacturing
Technology
Retail
Financial Services
Mining
Agriculture
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Construction
Transport and Logistics
Education
Entertainment
Relevant Teams
Legal
Corporate Secretariat
Board of Directors
Executive Committee
Compliance
Finance
Mergers and Acquisitions
Corporate Development
Risk Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Board Director
Non-Executive Director
Chief Financial Officer
Financial Director
Corporate Governance Officer
Compliance Officer
Transaction Advisor
M&A Director
Board Chairman
Chief Legal Officer
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