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Board Resolution For Sale Of Shares Of Subsidiary Company for Singapore

Board Resolution For Sale Of Shares Of Subsidiary Company Template for Singapore

A formal document under Singapore law that records the board of directors' decision to sell shares in a subsidiary company. The resolution demonstrates corporate authorization and compliance with the Companies Act, documenting the terms of sale, consideration, and authorizing specific individuals to execute necessary documents. It serves as evidence of proper corporate governance and decision-making processes.

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Board Resolution For Sale Of Shares Of Subsidiary Company

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What is a Board Resolution For Sale Of Shares Of Subsidiary Company?

A Board Resolution For Sale Of Shares Of Subsidiary Company is a crucial corporate document required under Singapore law when a company intends to dispose of its shareholding in a subsidiary. This document demonstrates compliance with corporate governance requirements, the Companies Act, and the company's constitution. It typically includes details of the proposed transaction, purchase consideration, buyer information, and authorization for specific officers to execute the sale. This resolution is particularly important for maintaining proper corporate records and ensuring transparency in corporate actions.

What sections should be included in a Board Resolution For Sale Of Shares Of Subsidiary Company?

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

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

3. Background: Context of the proposed sale and subsidiary details

4. Resolution Details: Specific terms of the sale including price, shares, and purchaser details

5. Authority: Authorization for specific officers to execute documents

What sections are optional to include in a Board Resolution For Sale Of Shares Of Subsidiary Company?

1. Rationale: Business justification for the sale (used when documentation needs to show detailed decision-making process)

2. Conditions Precedent: Any conditions that must be met before sale completion (if applicable)

3. Related Party Disclosure: Required if sale involves related parties

What schedules should be included in a Board Resolution For Sale Of Shares Of Subsidiary Company?

1. Share Details Schedule: Details of shares being sold including class, number, and percentage

2. Subsidiary Information: Key details about the subsidiary company

3. Valuation Report Summary: If applicable, summary of independent valuation

4. Supporting Documents: List of relevant agreements, certificates, or other supporting documentation

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

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions















Clauses















Industries

Companies Act (Cap. 50) - Section 160: Requirements regarding the register of members that must be maintained by the company

Companies Act (Cap. 50) - Section 126: Regulations governing the transfer of shares and the procedures involved

Companies Act (Cap. 50) - Section 157: Directors' fiduciary duties and obligation to act in the best interests of the company

Companies Act (Cap. 50) - Section 161: Scope and limitations of directors' power to issue shares

Securities and Futures Act (Cap. 289): Regulations for listed companies, including disclosure requirements and securities trading rules

Competition Act (Cap. 50B): Merger control provisions and notification requirements for qualifying transactions

Stamp Duties Act (Cap. 312): Stamp duty implications and requirements for share transfer transactions

Income Tax Act (Cap. 134): Tax implications and capital gains considerations for share sales

Company's Constitution: Company's internal regulations including share transfer restrictions, pre-emptive rights, and board approval requirements

Shareholders' Agreement: Existing agreements affecting share transfers, including right of first refusal provisions

SGX Listing Rules: Requirements for listed companies, particularly Chapter 10 requirements for major transactions

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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