Board Resolution For Sale Of Shares Of Subsidiary Company Template for India

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Key Requirements PROMPT example:

Board Resolution For Sale Of Shares Of Subsidiary Company

"I need a Board Resolution for Sale of Shares of Subsidiary Company for my listed Indian IT company selling 100% shares of its Singapore-based software development subsidiary to a US tech giant for USD 50 million, with the transaction expected to close by March 2025."

Document background
A Board Resolution For Sale Of Shares Of Subsidiary Company is a crucial corporate document required under Indian law when a company intends to divest its shareholding in a subsidiary. This document is mandatory under the Companies Act, 2013, and must be passed in a valid board meeting with proper quorum. The resolution typically includes details of the proposed sale, including the number of shares, price per share, total consideration, buyer details, and terms of the transaction. It's particularly important as it demonstrates proper corporate governance, board oversight, and compliance with statutory requirements. The resolution should be drafted carefully to ensure it covers all necessary authorizations and compliances, including those under SEBI regulations (for listed companies), FEMA (for foreign buyers), and Competition Commission requirements where applicable.
Suggested Sections

1. Title and Date: Specifies the company name, meeting date, venue, and type of resolution

2. Attendance: Lists directors present, absent, in person, via video conferencing, and confirms quorum

3. Chairman: Names the chairman of the meeting

4. Background: Explains the context, rationale for the sale, and details of the subsidiary

5. Statutory Compliance Statement: Confirms compliance with relevant sections of Companies Act and other applicable laws

6. Main Resolution: Details of the sale including number of shares, price, and buyer information

7. Board Authorization: Authorizes specific directors/officers to execute documents and complete formalities

8. Certification: Company Secretary's certification of the resolution

Optional Sections

1. SEBI Compliance: Required if either company is listed, detailing compliance with SEBI regulations

2. Foreign Exchange Considerations: Required for foreign buyers, addressing FEMA compliance

3. Competition Commission Approval: Required if transaction meets CCI thresholds

4. Valuation Statement: Required for significant transactions, documenting fair value determination

5. Related Party Declaration: Required if buyer is a related party under Companies Act

6. Shareholders' Rights Statement: Required if there are pre-emptive rights or restrictions in shareholders' agreement

Suggested Schedules

1. Schedule A - Subsidiary Details: Complete details of the subsidiary company including incorporation, shareholding pattern

2. Schedule B - Transaction Terms: Detailed terms of the share sale including price, payment terms, conditions

3. Schedule C - Valuation Report: Summary or full valuation report from registered valuer

4. Appendix 1 - Board Meeting Notice: Copy of the notice calling the board meeting

5. Appendix 2 - Statutory Compliance Checklist: Checklist confirming compliance with all applicable laws

6. Appendix 3 - Authority Matrix: List of authorized signatories and their powers for executing the sale

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

Relevant Industries

Manufacturing

Information Technology

Financial Services

Healthcare

Real Estate

Retail

Infrastructure

Telecommunications

Energy

Professional Services

Consumer Goods

Industrial Products

Media and Entertainment

Pharmaceuticals

Automotive

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Strategy

Mergers & Acquisitions

Risk Management

Corporate Governance

Board Secretariat

Investment Banking

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Board Director

Compliance Officer

Investment Manager

Corporate Strategy Director

M&A Director

Finance Director

Legal Director

Corporate Governance Officer

Risk Management Officer

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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