A Board Resolution For Business Transfer Agreement is a crucial corporate governance document required under Swiss law when a company intends to transfer its business operations, assets, or liabilities to another entity. This document is essential for demonstrating compliance with Swiss corporate law requirements, particularly Articles 704 and 705 of the Swiss Code of Obligations, and the Swiss Merger Act (FusG). The resolution should be used whenever a significant business transfer is contemplated, as it provides formal evidence that the board has fulfilled its fiduciary duties by carefully considering the transaction's terms, obtaining necessary valuations and professional advice, and determining that the transfer serves the company's best interests. The document typically includes details of the board's deliberations, key transaction terms, and specific authorizations for executing the transfer.
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1. Title and Date: Formal identification of the document as a Board Resolution, including date, time, and location of the meeting
2. Attendance and Quorum: List of board members present, absent, and confirmation of meeting quorum requirements
3. Background: Context of the proposed business transfer, including business rationale and strategic considerations
4. Review of Transaction Documents: Confirmation that the board has reviewed all relevant transaction documents and received necessary advice
5. Key Terms of Transfer: Summary of the essential terms of the business transfer agreement
6. Financial Considerations: Confirmation of review of financial terms, consideration, and impact on the company
7. Board Determinations: Formal statements of the board's findings regarding the transaction's benefit to the company
8. Resolutions: Formal decisions of the board, including approval of the transfer and authorization of specific actions
9. Delegation of Authority: Authorization of specific individuals to execute documents and take necessary actions
10. Closing: Formal closing of the resolution, including signature requirements
1. Conflicts of Interest: Required if any board members have declared conflicts regarding the transaction
2. Regulatory Approvals: Include if the transfer requires specific regulatory or competition authority approvals
3. Employee Matters: Include if the transfer involves significant employment-related considerations
4. Real Estate Transfers: Required if the business transfer includes real estate assets
5. Intellectual Property: Include if significant IP assets are part of the transfer
6. Post-Closing Obligations: Include if there are specific post-closing requirements or conditions
1. Business Transfer Agreement: Copy of the main agreement being approved
2. Asset Schedule: Detailed list of assets included in the transfer
3. Valuation Report: Independent valuation report of the business being transferred
4. Due Diligence Summary: Summary of key findings from due diligence process
5. Legal Opinion: Legal advice received regarding the transaction
6. Financial Statements: Relevant financial statements considered in the decision
7. Power of Attorney: If specific powers of attorney are granted for execution
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