Written Resolutions of Sole Member / Members / Shareholders

The document titled 'Written Resolutions of Sole Member / Members / Shareholders' is a set of resolutions that are agreed upon by the sole member or members of a company. The document begins with a brief introduction, stating that the resolutions are being passed in accordance with the constitution of the company. It then proceeds to outline the specific resolutions that have been agreed upon.

 

The first resolution states that the company will sell the entire issued share capital of a subsidiary to a buyer. It is mentioned that this sale is in the long-term commercial benefit and best interest of the company. The second resolution approves the documents related to the sale, subject to any amendments or modifications that a director may deem necessary. The third resolution authorizes a director to sign the sale and purchase agreement, the disclosure letter, and other necessary documents.

 

The fourth resolution authorizes any two directors or a director and the secretary to sign any documents that need to be executed as a deed. The fifth resolution authorizes a director to sign any documents and perform any acts necessary to give effect to the sale. However, any document required to be executed as a deed must be signed by any two directors or a director and the secretary. The final resolution ratifies and approves any actions taken by directors and other officers of the company prior to the adoption of these resolutions, as long as they were within the authority conferred by the resolutions.

 

If the document is being signed by a sole member, there is a space provided for their signature, name, and the current date. If the document is being signed by multiple members, there are spaces provided for each member's signature, name, and the date. If there is an auditor for the company, it is mentioned that a copy of the resolution was sent to them, and there is a space for their confirmation of receiving the resolution.

 

Overall, this document is important as it formalizes and records the resolutions agreed upon by the sole member or members of the company. It ensures that the decisions made are in the best interest of the company and provides authorization for necessary actions to be taken.

How to use this document?

To use the document 'Written Resolutions of Sole Member / Members / Shareholders', follow these steps:

1. Review the document: Read through the entire document to understand the resolutions that have been agreed upon by the sole member or members of the company.

2. Understand the purpose: Familiarize yourself with the purpose of the resolutions, which is to approve the sale of the entire issued share capital of a subsidiary to a buyer.

3. Verify the documents: Ensure that the documents related to the sale, such as the sale and purchase agreement and the disclosure letter, have been approved subject to any necessary amendments or modifications.

4. Authorize signing: If you are a director, you are authorized to sign the sale and purchase agreement, the disclosure letter, and any other necessary documents on behalf of the company. If you are a director or the secretary, you are authorized to sign any documents that need to be executed as a deed.

5. Take necessary actions: As a director, you are authorized to sign any documents and perform any acts necessary to give effect to the sale. However, any document required to be executed as a deed must be signed by any two directors or a director and the secretary.

6. Ratify prior actions: The resolutions also ratify and approve any actions taken by directors and other officers of the company prior to the adoption of these resolutions, as long as they were within the authority conferred by the resolutions.

7. Sign the document: If you are the sole member, sign the document in the provided space along with your name and the current date. If there are multiple members, each member should sign the document in the provided spaces along with their names and the dates.

8. Notify the auditor (if applicable): If there is an auditor for the company, send a copy of the resolution to them and obtain their confirmation of receiving it.

By following these steps, you can effectively use the document 'Written Resolutions of Sole Member / Members / Shareholders' to formalize and record important resolutions agreed upon by the sole member or members of the company.