Board Resolution For Buy Back Of Shares Template for New Zealand

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Key Requirements PROMPT example:

Board Resolution For Buy Back Of Shares

"I need a Board Resolution For Buy Back Of Shares for our privately-held tech company to repurchase 50,000 shares from departing founder at NZD 2.50 per share, with the buyback to be completed by March 2025."

Document background
A Board Resolution For Buy Back Of Shares is a crucial corporate governance document used in New Zealand when a company intends to repurchase its own shares from shareholders. This document is required under the Companies Act 1993 and must be prepared whenever a company plans to reduce its share capital through a buyback program. The resolution demonstrates the board's compliance with statutory requirements, particularly the solvency test, and includes essential details such as the number of shares to be purchased, price per share, and timing of the buyback. It's commonly used during capital restructuring, excess cash utilization, or when returning value to shareholders. The document must align with New Zealand's corporate law framework and may require additional considerations if the company is listed or subject to the Takeovers Code.
Suggested Sections

1. Meeting Details: Date, time, location of the board meeting, directors present and absent, confirmation of quorum

2. Background: Context for the share buyback proposal, including commercial rationale and reference to any prior discussions or shareholder communications

3. Legal Requirements: Reference to relevant sections of Companies Act 1993 and confirmation of compliance with statutory requirements

4. Solvency Assessment: Board's consideration and confirmation of the company's ability to pass the solvency test under section 52 of the Companies Act 1993

5. Share Buyback Terms: Specific details of the buyback including number of shares, price, and timing

6. Resolutions: Formal resolutions being passed by the board, including approval of the buyback and authorization of officers to execute necessary documents

7. Certification: Signature section for chairperson or authorized director to certify the resolution

Optional Sections

1. Independent Valuation: Reference to independent valuation report when the buyback price needs external validation

2. Market Disclosure: For listed companies, confirmation of compliance with market disclosure obligations

3. Takeovers Code Consideration: Analysis of Takeovers Code implications if the buyback could affect control of the company

4. Tax Implications: Discussion of tax considerations if relevant to the board's decision-making

5. Shareholder Communication Plan: Details of how the buyback will be communicated to shareholders

Suggested Schedules

1. Solvency Certificate: Formal certificate signed by directors confirming satisfaction of the solvency test

2. Share Buyback Terms Sheet: Detailed terms and conditions of the share buyback

3. Financial Analysis: Supporting financial calculations and projections demonstrating solvency

4. Directors' Interests Register: Updated register showing any directors' interests in the buyback transaction

5. Form of Shareholder Notice: Draft notice to be sent to shareholders regarding the buyback (if required)

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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Energy

Mining

Real Estate

Healthcare

Telecommunications

Consumer Goods

Industrial Services

Agriculture

Transport and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Investor Relations

Risk Management

Corporate Communications

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Governance Manager

Finance Director

Board Chairman

Non-Executive Director

Compliance Officer

Treasury Manager

Corporate Actions Manager

Investor Relations Manager

Financial Controller

Risk Manager

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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