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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."
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
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
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
Company
Companies Act
Buyback
Shares
Share Price
Buyback Period
Solvency Test
Solvency Certificate
Directors
Shareholders
Purchase Price
Settlement Date
Business Day
Completion
Execution Date
Implementation Date
Notice
Register of Members
Share Certificate
Transfer Form
Relevant Interest
Financial Statements
Resolution
Ordinary Shares
Trading Day
Record Date
Market Price
Related Party
Substantial Security Holder
Quorum Confirmation
Director Interests
Background and Purpose
Statutory Compliance
Solvency Declaration
Share Buyback Terms
Price Determination
Implementation Authority
Director Certification
Financial Assessment
Regulatory Compliance
Document Authorization
Record Keeping
Shareholder Communication
Market Disclosure
Implementation Timeline
Officer Authorization
Execution Requirements
Financial Services
Technology
Manufacturing
Retail
Professional Services
Energy
Mining
Real Estate
Healthcare
Telecommunications
Consumer Goods
Industrial Services
Agriculture
Transport and Logistics
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Investor Relations
Risk Management
Corporate Communications
Board Secretariat
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
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