A Board Resolution For Sale of Assets is a crucial corporate governance document required under South African law when a company intends to dispose of its assets. It is primarily governed by the Companies Act 71 of 2008 and must be used whenever the board of directors approves an asset sale transaction. The document becomes particularly critical when the sale constitutes a disposal of all or the greater part of the company's assets, triggering Section 112 of the Companies Act which requires additional shareholders' approval. The resolution must detail the meeting proceedings, confirm proper quorum, describe the assets being sold, state the transaction terms, and provide necessary authorizations. It serves as evidence of proper corporate decision-making and protects both the company and its directors by demonstrating compliance with legal requirements and fiduciary duties.
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1. Meeting Details: Date, time, place of meeting, and method of convening (physical/electronic)
2. Attendance and Quorum: List of directors present, confirmation of quorum as per company's MOI
3. Notice and Quorum Confirmation: Confirmation that proper notice was given and quorum requirements are met
4. Background: Context of the proposed asset sale and business rationale
5. Declarations of Interest: Directors' declarations of personal financial interests in the transaction
6. Transaction Details: Specific details of the assets to be sold, purchase price, and key terms
7. Legal Requirements: Confirmation of compliance with relevant sections of Companies Act and other applicable laws
8. Resolution: Formal resolution(s) approving the sale and authorizing specific actions
9. Authorization: Designation of authorized signatories for transaction documents
10. Certification: Certification by chairperson/company secretary that resolution was duly passed
1. Shareholder Approval: Required if transaction falls under Section 112 of Companies Act (disposal of all/greater part of assets)
2. Regulatory Approvals: When transaction requires competition authority or other regulatory approval
3. Financial Advisory Opinion: When independent financial advice has been obtained regarding transaction value
4. Conditions Precedent: When specific conditions must be met before transaction completion
5. Risk Assessment: When board has considered specific material risks requiring documentation
6. Related Party Provisions: When transaction involves related parties requiring special considerations
1. Schedule A - Asset Description: Detailed description of assets being sold
2. Schedule B - Valuation Report: Summary or extract of independent valuation (if obtained)
3. Schedule C - Transaction Terms: Key terms and conditions of the sale agreement
4. Appendix 1 - Meeting Attendance Register: Signed attendance register of the board meeting
5. Appendix 2 - Supporting Documents: Relevant supporting documentation referenced in resolution
6. Appendix 3 - Director Declarations: Copies of written declarations of interest (if any)
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