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Board resolutions deal with operational and management decisions, while shareholder resolutions address more significant, often strategic, matters affecting the company.
Board Resolutions (Corporation): Acceptance of Contribution in Exchange for Stock. Resolutions of the board of directors of a corporation authorizing its acceptance of a contribution of assets or shares in exchange for stock in the corporation.
Resolutions of the board of directors authorizing and approving a reporting company's stock repurchase program. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent.
A board resolution is a document that formalises important decisions made by the board of directors and the actions relating to them. It is legally binding and functions as a compliance record to provide evidence of decisions made by the board regarding pivotal company matters.
An ordinary resolution will normally suffice, unless the articles require a higher majority, and the company may implement the share buyback at any time after the shareholder resolution approving the buyback contract is passed.
A company has to file return of buy back in form no. SH-11 containing particulars related to the buy-back within 30 days of its completion. The return is to be filed with the Registrar, and in case of a listed company with the Registrar and the Securities and Exchange Board of India.
What should shareholder resolutions include? Your corporation's name. Date, time and location of meeting. Statement that all shareholders agree to the resolution. Confirmation of the necessary quorum for business to be conducted. Names of shareholders present or voting by proxy. Number of shares for each voting shareholder.
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How should names be entered in the resolutions? Use the person's complete legal name as it would appear on a birth certificate or driver's license.Form 426 - Resolution Relating to a Series of Shares. The directors may determine the manner in which written resolutions shall be put to Members.
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