10 July 2024
Certainly! Below is a template for a Board Resolution format that can be used for entering into a Share Purchase Agreement (SPA) to acquire 100% stake of another company. This resolution needs to be adopted at a board meeting of your company. Make sure to customize it according to your specific company details and the terms of the SPA.
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**Board Resolution for Entering into Share Purchase Agreement**
**[Date]**
At a meeting of the Board of Directors of [Your Company Name], held on [Date of Board Meeting], at [Location of Meeting], the following resolution was passed unanimously:
**Resolution**
**1. Authorization to Enter into Share Purchase Agreement:**
WHEREAS, it has been proposed that [Your Company Name], a company incorporated under the laws of [Country/State] (hereinafter referred to as the "Purchaser"), shall enter into a Share Purchase Agreement (SPA) with [Target Company Name], a company incorporated under the laws of [Country/State] (hereinafter referred to as the "Seller"), for the acquisition of 100% of the issued and outstanding shares of the Seller (the "Transaction").
WHEREAS, the Board of Directors has reviewed the terms and conditions of the proposed SPA, including but not limited to the purchase price, payment terms, representations and warranties, conditions precedent, and other material terms of the Transaction.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The Purchaser is hereby authorized and directed to negotiate, finalize, execute, and deliver on behalf of the Company the Share Purchase Agreement (SPA) and all related agreements, documents, and instruments necessary or desirable to effectuate the Transaction, including any amendments or modifications thereto, with such changes as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof.
2. The execution and delivery by the Purchaser of the SPA and any related agreements, documents, and instruments on behalf of the Company are hereby ratified and confirmed.
3. The officers of the Company are authorized and directed to take all such further actions, and to execute and deliver such further agreements, documents, and instruments, as may be necessary or appropriate to carry out the purposes and intent of this Resolution.
4. Any and all actions heretofore taken by any officer or agent of the Company in connection with the negotiation, execution, delivery, and performance of the SPA and related agreements are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
5. The officers of the Company are hereby authorized to do all such acts, deeds, and things, and to execute and deliver all such agreements, documents, and instruments, as they may deem necessary or advisable to carry out the provisions of this Resolution.
Please ensure that after the resolution is passed at the board meeting, it is duly recorded in the minutes of the meeting and kept as part of the company's records. Additionally, consult with your legal advisor or corporate secretary to ensure compliance with all legal requirements and regulations applicable to your jurisdiction and specific circumstances.
CAclubindia
