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Board Resolution Form for United Arab Emirates

Board Resolution Form Template for United Arab Emirates

A Board Resolution Form under UAE law is a formal document that records and evidences decisions made by a company's board of directors during official board meetings. This document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and relevant corporate governance regulations. It serves as an official record of corporate decisions, ranging from routine operational matters to significant strategic decisions such as mergers, acquisitions, or changes in company policy. The document includes essential elements such as meeting details, attendance records, resolutions passed, voting results, and required signatures, ensuring legal validity and corporate governance compliance within the UAE jurisdiction.

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What is a Board Resolution Form?

A Board Resolution Form is a crucial corporate governance document used in the United Arab Emirates to formally document and implement decisions made by a company's board of directors. This document is required under UAE Federal Law No. 32 of 2021 and must be prepared whenever the board makes significant decisions affecting the company's operations, structure, or governance. The resolution form serves multiple purposes: it provides a clear record of board decisions, demonstrates compliance with legal and regulatory requirements, and serves as evidence of authority for executing various corporate actions. Common scenarios requiring a board resolution include opening bank accounts, authorizing significant transactions, appointing key officers, approving financial statements, declaring dividends, or making changes to company policies. The document must be maintained in the company's records and may need to be presented to various authorities, banks, or other institutions as proof of corporate authorization.

What sections should be included in a Board Resolution Form?

1. Company Information Header: Full legal name of the company, commercial registration number, and registered address

2. Resolution Title and Date: Clear identification of the document as a Board Resolution with the date of the meeting

3. Meeting Details: Information about the meeting including date, time, location, and whether it was in-person or virtual

4. Attendance Record: List of board members present, absent, and any other attendees including their roles

5. Quorum Confirmation: Statement confirming that the required quorum was present for decision-making

6. Agenda Items: List of matters to be discussed and decided upon

7. Recitals: Background information and context for the resolutions being passed

8. Resolution Statements: The actual decisions made by the board, clearly numbered and detailed

9. Voting Results: Record of how the board voted on each resolution

10. Signature Block: Space for Chairman's signature and other required signatories

11. Certification: Statement certifying that the resolution is true and accurate, typically signed by the Company Secretary or authorized officer

What sections are optional to include in a Board Resolution Form?

1. Dissenting Opinions: Required when any board member votes against a resolution and requests their objection to be recorded

2. Delegation of Authority: Include when the board is delegating specific powers or authorities to individuals or committees

3. Ratification of Previous Actions: Include when the board needs to formally approve actions that have already been taken

4. Conflict of Interest Declarations: Required when any board member has a conflict of interest related to the matters being decided

5. Corporate Seal: Include if required by the company's Articles of Association or for certain types of resolutions

What schedules should be included in a Board Resolution Form?

1. Supporting Documents: Any relevant documents referenced in the resolution such as financial statements, reports, or agreements

2. Power of Attorney: If the resolution involves granting power of attorney to any individual

3. List of Authorized Signatories: When the resolution involves changes to authorized signatories

4. Meeting Minutes: Detailed minutes of the board meeting where the resolution was passed

5. Proxy Forms: If any board member participated through proxy

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses

























Relevant Industries

Banking and Financial Services

Real Estate and Construction

Manufacturing

Technology

Healthcare

Retail and Consumer Goods

Energy and Utilities

Transportation and Logistics

Professional Services

Education

Telecommunications

Mining and Resources

Hospitality and Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Executive Management

Board Secretariat

Risk Management

Corporate Affairs

Finance

Internal Audit

Relevant Roles

Board Member

Chairman

CEO

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Secretary

Managing Director

Executive Director

Non-Executive Director

Board Committee Chair

General Counsel

Corporate Affairs Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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