Board Resolution For Business Transfer Agreement Template for Switzerland

A Board Resolution For Business Transfer Agreement is a crucial corporate governance document required under Swiss law when a company intends to transfer its business operations, assets, or liabilities to another entity. This document is essential for demonstrating compliance with Swiss corporate law requirements, particularly Articles 704 and 705 of the Swiss Code of Obligations, and the Swiss Merger Act (FusG). The resolution should be used whenever a significant business transfer is contemplated, as it provides formal evidence that the board has fulfilled its fiduciary duties by carefully considering the transaction's terms, obtaining necessary valuations and professional advice, and determining that the transfer serves the company's best interests. The document typically includes details of the board's deliberations, key transaction terms, and specific authorizations for executing the transfer.

1. Title and Date: Formal identification of the document as a Board Resolution, including date, time, and location of the meeting

2. Attendance and Quorum: List of board members present, absent, and confirmation of meeting quorum requirements

3. Background: Context of the proposed business transfer, including business rationale and strategic considerations

4. Review of Transaction Documents: Confirmation that the board has reviewed all relevant transaction documents and received necessary advice

5. Key Terms of Transfer: Summary of the essential terms of the business transfer agreement

6. Financial Considerations: Confirmation of review of financial terms, consideration, and impact on the company

7. Board Determinations: Formal statements of the board's findings regarding the transaction's benefit to the company

8. Resolutions: Formal decisions of the board, including approval of the transfer and authorization of specific actions

9. Delegation of Authority: Authorization of specific individuals to execute documents and take necessary actions

10. Closing: Formal closing of the resolution, including signature requirements