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A Board Resolution For Cancellation of Shares is a crucial corporate governance document used when a New Zealand company decides to reduce its share capital through share cancellation. This document is required under the Companies Act 1993 and must be properly executed to ensure legal compliance. It's typically used in situations such as share buybacks, forfeiture of shares, or capital reduction schemes. The resolution must include specific details about the shares being cancelled, confirm compliance with the solvency test, and provide proper authorization for company officers to execute necessary documentation. This document is particularly important as it provides evidence of proper corporate decision-making and protects both the company and its directors by demonstrating compliance with legal requirements.

1. Meeting Details: Date, time, place of the board meeting, and attendance details

2. Quorum Confirmation: Confirmation that the required quorum is present as per the company constitution

3. Chairperson: Identification of the meeting's chairperson

4. Background: Context for the share cancellation, including relevant previous resolutions or agreements

5. Declaration of Interests: Directors' declarations of any interests in the matter

6. Share Cancellation Details: Specific details of shares to be cancelled including class, number, and holder information

7. Legal Authority: Reference to relevant sections of Companies Act 1993 and company constitution authorizing the cancellation

8. Resolution: The formal resolution(s) for share cancellation

9. Compliance Statement: Confirmation of compliance with solvency test and other legal requirements

10. Authorization: Authorization for officers to execute necessary documents and file with Companies Office

11. Closure: Formal closing of the meeting and signature requirements