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Board Resolution Approving Sale Of Shares

Board Resolution Approving Sale Of Shares Template for New Zealand

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Key Requirements PROMPT example:

Board Resolution Approving Sale Of Shares

"I need a Board Resolution Approving Sale of Shares for our New Zealand technology startup, where we're selling 25% of the company's shares to a foreign investor, with completion scheduled for March 15, 2025, and specific provisions needed for overseas investment approval."

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Document background
The Board Resolution Approving Sale Of Shares is a critical corporate governance document used in New Zealand when a company's board of directors formally approves a share transfer or sale transaction. This document is required under the Companies Act 1993 to demonstrate proper corporate governance and board oversight of share transfers. It should be used whenever there is a significant share sale that requires board approval, particularly in cases involving substantial shareholdings, related party transactions, or strategic investors. The resolution must include specific details about the transaction, confirmation that directors have fulfilled their duties in considering the sale, and proper authorization for executing the transaction. It serves as a permanent record of the board's decision-making process and helps protect both the company and its directors by documenting compliance with legal and constitutional requirements.
Suggested Sections

1. Header: Company name, registration number, and date of resolution

2. Present: List of directors present at the meeting and confirmation of quorum

3. Chairperson: Identification of the chairperson of the meeting

4. Background: Brief context of the proposed share sale, including relevant previous discussions or decisions

5. Consideration of Transaction: Statement confirming the board has considered the terms of the sale and believes it to be in the company's best interests

6. Resolution: Formal resolution text approving the share sale and its key terms

7. Authorization: Specific authorization for officers to execute necessary documents and take required actions

8. Confirmation: Statement that the resolution was passed in accordance with the company's constitution and the Companies Act 1993

9. Signatures: Space for directors' signatures or chairperson's signature, as required by the constitution

Optional Sections

1. Conflicts of Interest: Required if any directors have declared conflicts of interest regarding the transaction

2. Related Party Provisions: Required if the share sale involves related parties, addressing compliance with relevant regulations

3. Takeovers Code Consideration: Required if the sale could trigger Takeovers Code provisions

4. Pre-emptive Rights Waiver: Required if existing shareholders' pre-emptive rights need to be addressed

5. Conditions Precedent: Include if the approval is subject to certain conditions being met

Suggested Schedules

1. Share Sale Terms Schedule: Details of the shares being sold, including number, class, price, and payment terms

2. Due Diligence Summary: Summary of any due diligence findings relevant to the board's decision

3. Valuation Report Summary: If applicable, summary of share valuation report or methodology

4. Shareholder Rights Schedule: If relevant, summary of any special rights or restrictions attached to the shares

5. Certificate of Director's Interest: If applicable, formal record of any directors' interests in the transaction

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


























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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Mining

Agriculture

Transportation

Telecommunications

Education

Construction

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Corporate Governance

Compliance

Finance

Share Registry

Executive Leadership

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Director

Independent Director

Chief Financial Officer

Compliance Officer

Corporate Governance Manager

Share Registry Manager

Board Chairman

Managing Director

Executive Director

Corporate Services Manager

Legal Administrator

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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