Board Resolution For Sale Of Company Template for England and Wales

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Key Requirements PROMPT example:

Board Resolution For Sale Of Company

"I need a Board Resolution For Sale Of Company for my UK tech startup being acquired by Microsoft for £50 million, with completion scheduled for March 2025, including specific clauses about employee share options and intellectual property transfer."

Document background
A Board Resolution For Sale of Company is required when a company registered in England and Wales is being sold to another entity. This document demonstrates that the board has properly considered and approved the sale in accordance with their duties under the Companies Act 2006. It should be prepared when the sale terms have been negotiated and due diligence is complete, but before the sale agreement is executed. The resolution typically includes details about the consideration, key terms, any required approvals, and confirmation that the directors believe the sale is in the company's best interests.
Suggested Sections

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

2. Attendance: List of directors present and confirmation of quorum

3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements met

4. Background: Context of the proposed sale and key terms

5. Resolutions: Formal decisions approved by the board

6. Closure: Signature block and company seal (if required)

Optional Sections

1. Conflicts of Interest: Required when any directors have interests to declare in relation to the sale transaction

2. Shareholder Approval: Reference to shareholder approval requirements when sale requires shareholder approval under Articles or law

3. Regulatory Approvals: Details of required regulatory clearances when sale requires regulatory approval

Suggested Schedules

1. Sale Agreement: Copy or summary of the main sale agreement

2. Valuation Report: Independent valuation of the company (if obtained)

3. Due Diligence Summary: Key findings from due diligence process

4. Director Certificates: Certificates confirming directors' approval and solvency statements

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

Industries

Companies Act 2006: Primary legislation governing company operations, including directors' duties (Sections 171-177), board meeting requirements, shareholder approval procedures, and compliance with company constitution and articles of association

Corporate Governance Code: Guidelines for board decision-making processes, shareholder rights, and corporate governance requirements, particularly relevant for listed companies

Financial Services and Markets Act 2000: Regulatory framework for financial services companies, including FCA approval requirements and compliance obligations for regulated entities

Transfer of Undertakings (Protection of Employment) Regulations 2006: Legislation protecting employee rights during business transfers, including consultation requirements and employment protection measures

Enterprise Act 2002: Framework for competition law considerations and merger control requirements that may affect the sale of the company

Data Protection Act 2018 and UK GDPR: Legislation governing the transfer of personal data and ensuring data protection compliance during company sale

Stock Exchange Rules: Requirements for listed companies including disclosure obligations and shareholder approval thresholds for significant transactions

Insolvency Act 1986: Legislation concerning directors' responsibilities regarding company solvency and prevention of wrongful trading during company sale

Articles of Association: Company's internal constitution defining board powers, decision-making processes, and any restrictions on sale of company

Shareholders' Agreements: Private agreements between shareholders that may contain provisions affecting the sale process or requiring specific approvals

Existing Contracts: Review of contractual obligations that may be affected by or require consent for company sale

Property and IP Rights: Consideration of property rights and intellectual property transfers involved in the company sale

Tax Legislation: Various tax laws and regulations affecting the structure and implications of the company sale

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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