A Board Resolution For Termination of Agreement is a critical corporate governance document used in Switzerland when a company's board of directors decides to formally end an existing contractual relationship. This document is essential for maintaining proper corporate records and demonstrating compliance with Swiss corporate law requirements, particularly under the Swiss Code of Obligations. It should be used whenever terminating significant agreements that require board-level approval, such as major commercial contracts, partnership agreements, or service arrangements. The resolution must detail the board's authority, the specific agreement being terminated, the rationale for termination, and the authorization for executing the termination. This document type is particularly important in Switzerland's sophisticated business environment, where clear documentation of corporate decision-making is crucial for regulatory compliance and good governance practices.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name of the company, registration number, and registered office
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairperson: Identification of the meeting's chairperson
5. Background: Brief context about the agreement being terminated and reasons for termination
6. Review of Agreement: Identification of the specific agreement, its parties, and key terms relevant to termination
7. Legal Authority: Confirmation of board's authority to terminate the agreement
8. Resolution: Formal resolution text stating the decision to terminate the agreement
9. Effective Date: Specified date when the termination takes effect
10. Authorization: Authorization for specific officers to execute termination notice and related documents
11. Certification: Certification by the chairperson or company secretary of the resolution's validity
1. Notice Requirements: Details of required notice period and method of delivery, if applicable
2. Financial Implications: Summary of financial impact of termination, used when there are significant financial consequences
3. Transition Arrangements: Details of any transitional provisions or arrangements, if required
4. Related Agreements: Reference to other agreements affected by this termination, if any
5. Dissenting Opinions: Record of any dissenting votes or opinions, if any
6. Risk Assessment: Overview of risks associated with the termination, used for significant agreements
7. Regulatory Compliance: Confirmation of compliance with relevant regulations, used when regulatory oversight is required
1. Copy of Agreement: Complete copy of the agreement being terminated
2. Board Meeting Minutes: Extract or full minutes of the board meeting where the decision was made
3. Legal Opinion: Legal advice received regarding the termination, if any
4. Notice of Termination: Draft or copy of the formal termination notice to be sent
5. Power of Attorney: If specific officers are granted special authority to execute the termination
6. Financial Analysis: Detailed financial impact assessment, if relevant
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