A Board of Directors Resolution is a crucial corporate governance document used in the United Arab Emirates to formally record and implement decisions made by a company's board of directors. This document type is governed by UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and must comply with specific corporate governance requirements, including proper documentation of meeting details, quorum verification, and voting outcomes. The resolution is essential for various corporate actions such as opening bank accounts, authorizing signatories, approving major transactions, implementing strategic decisions, or making changes to company operations. It serves as legal evidence of board decisions and may need to be presented to government authorities, banks, or other third parties. For companies in free zones like DIFC or ADGM, additional regulatory requirements may apply to the format and content of the resolution.
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1. Header and Company Details: Company name, commercial registration number, and registered office address
2. Meeting Details: Date, time, location/mode of meeting, and statement of proper notice given
3. Attendance and Quorum: List of directors present/absent and confirmation that quorum requirements were met as per Articles of Association
4. Chairperson: Identification of the meeting's chairperson
5. Background: Brief context and explanation of why the resolution is needed
6. Resolutions: Clear statement of the decisions made, numbered if multiple resolutions
7. Certification: Statement certifying that the resolution was duly passed and recording the voting results
8. Signatures: Space for required signatures of board members and company seal
1. Declarations of Interest: Required when any director has a conflict of interest in the matter being decided
2. Specific Authorizations: Used when specific individuals are being authorized to execute documents or take actions
3. Legal Requirements: Required when referencing specific UAE legal requirements or regulations that necessitate the resolution
4. Conditions Precedent: Used when the resolution's effectiveness is subject to certain conditions being met
5. Implementation Timeline: Added when specific actions need to be taken within certain timeframes
6. Regulatory Notifications: Required when the resolution needs to be filed with or notified to regulatory authorities
1. List of Attendees: Detailed list of all attendees including directors, secretary, and any invited guests
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, valuations, contracts)
3. Powers of Attorney: If referenced in the resolution for specific authorizations
4. Voting Record: Detailed breakdown of how each director voted on each resolution
5. Notice of Meeting: Copy of the notice sent to directors calling the meeting
6. Legal Opinions: Any legal opinions relied upon in making the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Construction
Healthcare
Technology and Telecommunications
Manufacturing
Retail and Consumer Goods
Energy and Utilities
Professional Services
Transportation and Logistics
Education
Hospitality and Tourism
Relevant Teams
Legal
Corporate Governance
Compliance
Corporate Secretariat
Board Relations
Risk Management
Executive Office
Corporate Affairs
Finance
Administrative Services
Relevant Roles
Chief Executive Officer
Managing Director
Board Member
Company Secretary
Corporate Counsel
Legal Director
Compliance Officer
Chief Financial Officer
Corporate Governance Officer
Risk Management Officer
Board Relations Manager
Executive Assistant to Board
Corporate Services Manager
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