A Board Resolution For Share Purchase Agreement is a critical corporate document required under UAE law when a company's board needs to approve and authorize a share purchase transaction. This document is essential for demonstrating proper corporate governance and compliance with UAE Commercial Companies Law (Federal Law No. 32 of 2021). It is typically used when shares are being transferred between parties and requires formal board approval, whether for internal restructuring, investment purposes, or exit transactions. The resolution must detail the board's consideration of the transaction, specific approvals granted, and authorizations for execution. For UAE companies, particularly those outside free zones, the document often needs to be prepared in both Arabic and English, and may require additional formalities such as notarization or attestation depending on the transaction's nature and value.
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1. Meeting Details: Date, time, location of the board meeting, and attendance details
2. Quorum Confirmation: Confirmation that the required quorum was present as per the Articles of Association
3. Chairman and Secretary: Identification of the meeting's chairman and appointed secretary
4. Background: Brief overview of the proposed share purchase transaction and its purpose
5. Review of Documents: List of documents reviewed by the board regarding the proposed transaction
6. Key Transaction Terms: Summary of essential terms of the share purchase including price, number of shares, and parties involved
7. Board Declarations: Declarations regarding the board's review and consideration of the transaction
8. Resolutions: Specific resolutions adopted by the board regarding the share purchase agreement
9. Authorization: Designation of authorized signatories for executing the agreement and related documents
10. Closing: Formal closing of the meeting and signatures of chairman and secretary
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or notifications
2. Conflict of Interest Declarations: Needed when any board member has a direct or indirect interest in the transaction
3. Financial Impact Statement: Included when the transaction materially affects the company's financial position
4. Share Valuation Details: Required when the resolution needs to document the basis of share valuation
5. Conditions Precedent: Included when the board's approval is subject to certain conditions being met
6. Related Party Transaction Details: Required when the share purchase involves related parties
1. Share Purchase Agreement Draft: Copy of the proposed share purchase agreement to be approved
2. Attendance Register: Detailed list of board members present, absent, and proxies
3. Company's Articles of Association: Relevant excerpts showing authority for share transfer
4. Valuation Report: If applicable, independent valuation report for the shares
5. Legal Opinion: If obtained, legal opinion confirming transaction compliance
6. Regulatory Approvals: Copies of any required regulatory approvals or notifications
7. Power of Attorney: If applicable, power of attorney for authorized signatories
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Construction
Professional Services
Telecommunications
Hospitality
Transportation & Logistics
Media & Entertainment
Education
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Compliance
Corporate Governance
Finance
Investment
Risk Management
Shareholder Relations
Relevant Roles
Board Chairman
Board Member
Chief Executive Officer
Managing Director
Company Secretary
General Counsel
Legal Director
Chief Financial Officer
Corporate Governance Officer
Compliance Officer
Legal Manager
Corporate Secretary
Investment Director
Shareholder Relations Manager
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