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Board Resolution For Disposal Of Assets for Singapore

Board Resolution For Disposal Of Assets Template for Singapore

A Board Resolution for Disposal of Assets is a formal document under Singapore law that records the board of directors' decision to sell, transfer, or otherwise dispose of company assets. It must comply with the Companies Act (Cap. 50) and, where applicable, the Securities and Futures Act. The resolution details the specific assets to be disposed of, the terms of disposal, and authorizes specific individuals to execute the transaction. For listed companies, additional SGX requirements may apply.

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Board Resolution For Disposal Of Assets

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What is a Board Resolution For Disposal Of Assets?

A Board Resolution For Disposal of Assets is required under Singapore corporate law whenever a company intends to sell, transfer, or dispose of significant assets. The document serves as official evidence of the board's approval and typically includes details of the assets, disposal terms, and designated signatories. It's particularly crucial for ensuring compliance with the Companies Act (Cap. 50) and protecting directors from potential liability. The resolution becomes especially important for material disposals that may require shareholder approval or regulatory notification.

What sections should be included in a Board Resolution For Disposal Of Assets?

1. Title and Date: Formal heading identifying the document as a board resolution and date of meeting

2. Attendance: List of directors present and confirmation of quorum

3. Preamble: Company details and meeting context

4. Background: Context and reasons for the proposed asset disposal

5. Resolution Details: Specific details of assets to be disposed and terms of disposal

6. Authority: Authorization of specific individuals to execute the disposal

7. Certification: Secretary's certification of the resolution

What sections are optional to include in a Board Resolution For Disposal Of Assets?

1. Shareholder Approval: Required for major transactions exceeding certain thresholds - include when disposal exceeds material threshold requiring shareholder approval

2. Regulatory Compliance: Specific regulatory requirements to be met - include when disposal requires regulatory approval or notification

3. Conditions Precedent: Conditions that must be met before disposal - include when disposal is subject to specific conditions

What schedules should be included in a Board Resolution For Disposal Of Assets?

1. Asset Schedule: Detailed list and description of assets to be disposed

2. Valuation Report: Independent valuation of assets (if required)

3. Sale Agreement: Draft or final agreement for the disposal

4. Due Diligence Reports: Relevant due diligence findings on the assets

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Industries

Companies Act (Cap. 50): Primary legislation governing corporate actions including Section 157 (Directors' fiduciary duties), Section 160 (Disclosure of interests), Section 23 (Powers of directors), and major transaction provisions. Essential for ensuring board resolution compliance with statutory requirements.

Securities and Futures Act (Cap. 289): Regulates securities markets and financial activities. Relevant for disclosure obligations and requirements for material transactions, particularly if the company is listed.

SGX Listing Rules: Applicable for listed companies, particularly Chapter 10 on transactions, material disposal thresholds, and shareholder approval requirements for significant asset disposals.

Income Tax Act (Cap. 134): Governs tax implications of asset disposals including potential capital gains considerations and tax liability assessment requirements.

Stamp Duties Act (Cap. 312): Regulates stamp duties applicable to property transfers and outlines documentary requirements for asset disposal transactions.

Competition Act (Cap. 50B): Relevant when disposal is significant enough to trigger merger control provisions or affect market competition.

Board Authority Limits: Internal corporate governance requirements defining the scope and limits of board authority in asset disposal decisions.

Shareholder Approval Requirements: Thresholds and conditions requiring shareholder approval for significant asset disposals, as per company constitution and relevant laws.

Disclosure Obligations: Requirements for transparent communication of asset disposal details to relevant stakeholders, regulators, and the public if applicable.

Valuation Requirements: Guidelines for obtaining and documenting fair market value assessments of assets to be disposed.

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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