Board Resolution Approving Sale Of Shares Template for Singapore

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Board Resolution Approving Sale Of Shares

"Need a Board Resolution Approving Sale of Shares for our Singapore tech startup, where two founding members are selling 15% of their shares to a venture capital firm, planned for completion by March 2025."

Document background
A Board Resolution Approving Sale Of Shares is a crucial corporate document required under Singapore law when company shares are being transferred between parties. It serves as official evidence that the board of directors has approved the share transfer in accordance with the company's constitution and the Companies Act. The resolution must detail the specific terms of the sale, including number of shares, price, parties involved, and any conditions. This document is particularly important for maintaining proper corporate governance records and may be required by regulatory authorities, banks, or other stakeholders as proof of valid authorization.
Suggested Sections

1. Title and Date: Formal identification of the document and date of resolution

2. Company Details: Full legal name, registration number, and registered address

3. Preamble: Statement confirming proper notice and quorum requirements

4. Background: Context of the share sale transaction

5. Resolutions: Specific approvals being granted by the board

6. Certification: Authentication of the resolution by authorized signatories

Optional Sections

1. Regulatory Compliance Statements: Required when company is listed or in regulated sector - includes statements confirming compliance with relevant regulations

2. Conditions Precedent: Details any conditions that must be met before share sale can proceed - used when sale is subject to specific conditions

3. Delegation of Authority: Empowers specific officers to execute documents - included when additional authorization is needed for implementation

Suggested Schedules

1. Share Sale Details: Specific details of shares being sold including quantity, price, and parties

2. Supporting Documents: Relevant agreements, valuations, or regulatory approvals

3. Director Attendance List: Record of directors present at the meeting

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 (Cap. 50): Primary legislation governing corporate matters including share capital transactions (Section 76), directors' powers to issue shares (Section 161), passing of resolutions (Section 184), and directors' fiduciary duties (Section 157)

Securities and Futures Act (Cap. 289): Regulates securities transactions, including transfer of securities for listed companies, disclosure requirements, and insider trading provisions

Code of Corporate Governance: Guidelines and principles for corporate governance practices in Singapore, including requirements for board decision-making and shareholder rights

Company's Constitution/Articles of Association: Company-specific governing document that may contain specific requirements for share transfers and board approvals

SGX Listing Rules: For listed companies: Requirements regarding disclosure obligations and shareholders' approval for share transfers

Competition Act (Cap. 50B): Regulations concerning merger control and substantial shareholding changes that might affect market competition

Industry-Specific Foreign Ownership Restrictions: Sector-specific regulations that may limit or restrict foreign ownership of shares in certain industries in Singapore

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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