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1. Title and Date: Formal identification of the document as a board resolution, including company name and date of the meeting
2. Attendance and Quorum: List of directors present and confirmation that the meeting meets quorum requirements as per the articles of association
3. Background: Explanation of the business rationale for establishing the subsidiary and any relevant context
4. Declarations of Interest: Directors' declarations of any interests in the proposed subsidiary formation
5. Resolutions: The formal decisions of the board, including approval to establish the subsidiary, its proposed name, share capital, and business scope
6. Authorization: Delegation of authority to specific individuals to execute documents and take necessary actions to establish the subsidiary
7. Company Secretary Certification: Certification by the company secretary that the resolution was duly passed at a properly constituted board meeting
1. Funding Arrangements: Details of initial capitalization and funding mechanisms for the subsidiary, used when specific funding arrangements need board approval
2. Management Structure: Appointment of directors and officers of the subsidiary, used when immediate appointments are being made
3. Special Business Requirements: Any special licenses, permits, or regulatory approvals required, included when the subsidiary requires specific regulatory compliance
4. Group Structure Impact: Analysis of how the new subsidiary fits into the existing group structure, used for complex corporate groups
5. Risk Assessment: Overview of key risks and mitigation strategies, included for high-risk or significant investments
1. Schedule 1 - Subsidiary Details: Detailed information about the proposed subsidiary including registered address, share capital structure, and shareholders
2. Schedule 2 - Initial Directors: List of proposed directors for the subsidiary with their details and consent to act
3. Schedule 3 - Business Plan: Summary of the subsidiary's proposed business activities and initial operational plan
4. Appendix A - Draft Articles of Association: Proposed articles of association for the new subsidiary
5. Appendix B - Powers of Attorney: Draft powers of attorney for individuals authorized to execute formation documents
Financial Services
Manufacturing
Technology
Real Estate
Retail
Professional Services
Healthcare
Energy
Telecommunications
Construction
Trading and Distribution
Transportation and Logistics
Legal
Corporate Secretarial
Finance
Corporate Development
Compliance
Risk Management
Executive Management
Board of Directors
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Governance Director
Board Director
Managing Director
Chief Operating Officer
Head of Corporate Development
Group Financial Controller
Compliance Officer
Risk Manager
Business Development Director
Investment Director
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