A Board Resolution For Entering Into Agreement is a crucial corporate governance document required under UAE law when a company needs to formally document its board's decision to enter into significant agreements or contracts. This document is essential for demonstrating proper corporate authority and compliance with UAE Federal Commercial Companies Law No. 32/2021. It's typically required when dealing with banks, government authorities, or significant business partners, and serves as evidence that the company has followed proper internal approval procedures. The resolution must be drafted in accordance with the company's Articles of Association and applicable UAE regulations, particularly considering requirements for board meeting quorum, voting thresholds, and signatory authorization. This document is especially important in the UAE context where corporate authority and formal documentation are strictly scrutinized in business transactions.
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1. Company Details: Full legal name of the company, its registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation that proper notice was given
3. Attendance and Quorum: List of directors present and confirmation that quorum requirements were met as per Articles of Association
4. Background: Brief context about why the agreement needs to be entered into and its business purpose
5. Review of Agreement: Confirmation that the board has reviewed and considered the terms of the proposed agreement
6. Resolution: The formal decision of the board to enter into the agreement, including specific approval of key terms
7. Authorization: Designation of authorized signatory/signatories and scope of their authority
8. Certification: Statement certifying that the resolution was duly passed and recording in minute book
1. Related Party Disclosure: Required when the agreement involves related parties as defined under UAE Commercial Companies Law
2. Specific Conditions: Any specific conditions or requirements that must be met before executing the agreement
3. Financial Impact: Required for significant transactions affecting company finances or when required by Articles of Association
4. Regulatory Compliance: Required when the agreement needs specific regulatory approvals or notifications
5. Delegation of Powers: Optional section detailing any delegation of powers to committees or management for implementation
1. Copy of Agreement: Draft or final version of the agreement being approved
2. List of Authorized Signatories: Detailed list of authorized signatories with specimen signatures when required
3. Board Meeting Attendance Record: Official record of directors present, whether in person or via video/teleconference
4. Powers of Attorney: If relevant, any powers of attorney being granted as part of the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Construction
Manufacturing
Technology and Telecommunications
Healthcare
Retail and Consumer Goods
Energy and Utilities
Professional Services
Hospitality and Tourism
Transportation and Logistics
Education
Relevant Teams
Legal
Corporate Governance
Compliance
Board Secretariat
Executive Management
Corporate Affairs
Risk Management
Finance
Relevant Roles
Chief Executive Officer
Managing Director
Board Chairman
Board Member
Company Secretary
General Counsel
Legal Director
Corporate Governance Officer
Compliance Officer
Chief Financial Officer
Legal Manager
Corporate Secretary
Executive Director
Non-Executive Director
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