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Board Resolution For Purchase Of Assets Template for United States

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Key Requirements PROMPT example:

Board Resolution For Purchase Of Assets

"I need a Board Resolution For Purchase Of Assets to authorize our company's acquisition of manufacturing equipment valued at $2.5M, with the transaction expected to close by March 2025, and need to ensure proper delegation of authority to our COO to execute all related documentation."

Document background

A Board Resolution For Purchase of Assets is a crucial corporate governance document required when a company intends to acquire significant assets. This resolution demonstrates proper corporate authorization and compliance with fiduciary duties under U.S. law. It's typically needed for major acquisitions, real estate purchases, equipment procurement, or other substantial asset investments. The document includes specific details about the assets, purchase terms, financing arrangements, and authorizes designated officers to execute the transaction. It serves as protection for the company and its stakeholders by ensuring proper oversight and documentation of significant business decisions.

Suggested Sections

1. Title and Date: Official header identifying the document as a board resolution, including corporation name and date of resolution

2. Recitals: Background information and context for the resolution, including relevant corporate authority and purpose of asset purchase

3. Resolution Statement: Formal declaration of the board's decision to purchase assets, including reference to board meeting and quorum

4. Asset Description: Detailed description of assets to be purchased, including location, condition, and any material characteristics

5. Purchase Terms: Key terms including purchase price, payment terms, and closing conditions

6. Authorization: Authorization of specific officers to execute the purchase and related documents

7. Signature Block: Space for required signatures of board members, corporate secretary certification, and date

Optional Sections

1. Financing Details: Section detailing financing arrangements, loan terms, and security requirements when external funding is needed

2. Due Diligence Requirements: Specific requirements for due diligence investigations and conditions precedent to closing

3. Regulatory Compliance: Details of required regulatory approvals and compliance requirements for the asset purchase

Suggested Schedules

1. Asset Schedule: Detailed itemized listing of all assets to be purchased, including specifications and values

2. Valuation Reports: Independent valuation reports or appraisals of assets to be purchased

3. Due Diligence Reports: Summary of due diligence findings and any material issues identified

4. Financial Analysis: Analysis of financial impact of the purchase on the corporation, including projected returns and costs

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses

























Industries

Corporate Law: State-specific corporation laws (e.g., Delaware General Corporation Law), state-specific LLC laws, and compliance with Articles of Incorporation and Bylaws requirements

Securities Laws: Securities Exchange Act of 1934, Securities Act of 1933, and SEC regulations regarding material asset purchases, particularly relevant for publicly traded companies

Tax Legislation: Internal Revenue Code provisions, state tax regulations, and asset depreciation rules that affect the tax implications of the asset purchase

Industry-Specific Regulations: Industry-specific requirements for asset transfers, licensing requirements, and applicable environmental regulations

Antitrust Laws: Hart-Scott-Rodino Act for large acquisitions, Clayton Act, and Federal Trade Commission regulations governing competition and market concentration

Uniform Commercial Code: Article 2 (Sale of Goods) and Article 9 (Secured Transactions) governing commercial transactions and security interests

Employment Laws: WARN Act and state employment laws, particularly relevant if the asset purchase affects employment conditions or workforce

Property Laws: State property transfer laws, real estate regulations, and environmental regulations pertaining to property transfers

Debt/Finance Laws: Truth in Lending Act, state usury laws, and compliance with existing loan covenants that may affect the financing of the asset purchase

Bankruptcy Laws: Regulations concerning purchases from distressed companies and fraudulent transfer provisions to ensure transaction validity

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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