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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Parent company's name, registration number, and registered address
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairman: Identification of the meeting's chairman
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met
6. Purpose: Statement of the purpose to incorporate a subsidiary company
7. Proposed Subsidiary Details: Name, nature of business, and proposed structure of the subsidiary
8. Board's Resolution: Formal resolution to incorporate the subsidiary
9. Authorized Capital: Details of the authorized and paid-up capital of the subsidiary
10. Authorized Persons: Appointment of persons authorized to execute documents and handle incorporation
11. Closure: Formal closing of the resolution with chairman's signature
1. Foreign Investment Compliance: Required when the subsidiary involves foreign ownership or investment
2. Industry-Specific Requirements: Needed when the subsidiary will operate in regulated industries like banking or insurance
3. Group Structure Impact: Analysis of how the new subsidiary affects the corporate group structure
4. Initial Directors Appointment: Specific resolution for appointing the first directors of the subsidiary
5. Bank Account Authorization: Resolution to open bank accounts for the subsidiary
6. Funding Structure: Details of how the subsidiary will be funded initially
1. Schedule 1: Subsidiary Details: Detailed information about the proposed subsidiary including business address, nature of business, and shareholding structure
2. Schedule 2: Authorized Signatories: List of authorized persons with their specimen signatures and scope of authority
3. Schedule 3: Initial Directors: Details of the proposed directors of the subsidiary including their particulars
4. Appendix A: Draft M&A: Draft Memorandum and Articles of Association of the proposed subsidiary
5. Appendix B: Corporate Structure: Diagram showing the updated group structure including the new subsidiary
6. Appendix C: Supporting Documents: Copies of relevant supporting documents such as feasibility studies or business plans
Banking and Finance
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Construction
Agriculture
Mining
Education
Transportation and Logistics
Hospitality
Legal
Corporate Secretarial
Board of Directors
Corporate Governance
Finance
Compliance
Corporate Strategy
Business Development
Risk Management
Executive Management
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Chairman of the Board
Chief Operating Officer
Head of Legal
Corporate Strategy Director
Compliance Officer
Managing Director
Finance Director
Business Development Director
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