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Board Resolution For Incorporation Of A Subsidiary Company for Malaysia

Board Resolution For Incorporation Of A Subsidiary Company Template for Malaysia

A formal corporate document under Malaysian law that records the board of directors' resolution to establish a new subsidiary company. This document, governed by the Companies Act 2016, serves as official evidence of the board's approval and contains specific details about the proposed subsidiary, including its structure, capitalization, and authorized persons. It outlines the key decisions made regarding the subsidiary's formation and delegates authority for executing the incorporation process. The resolution must comply with Malaysian corporate governance requirements and typically includes supporting schedules and appendices detailing the subsidiary's specifications.

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Board Resolution For Incorporation Of A Subsidiary Company

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What is a Board Resolution For Incorporation Of A Subsidiary Company?

A Board Resolution For Incorporation Of A Subsidiary Company is a crucial corporate document required when a Malaysian company decides to establish a new subsidiary. This document is necessary under the Companies Act 2016 and represents the formal decision-making process of the parent company's board of directors. It is typically used when a company wants to expand its operations, enter new markets, or segregate certain business activities under a separate legal entity. The resolution must include specific details about the proposed subsidiary, such as its name, business objectives, share capital, and appointed representatives. It serves as the primary authority for designated individuals to proceed with the incorporation process with the Companies Commission of Malaysia (SSM) and establishes the governance framework for the new entity.

What sections should be included in a Board Resolution For Incorporation Of A Subsidiary Company?

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

What sections are optional to include in a Board Resolution For Incorporation Of A Subsidiary Company?

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

What schedules should be included in a Board Resolution For Incorporation Of A Subsidiary Company?

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

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

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Relevant Industries

Banking and Finance

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Professional Services

Construction

Agriculture

Mining

Education

Transportation and Logistics

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Finance

Compliance

Corporate Strategy

Business Development

Risk Management

Executive Management

Relevant Roles

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

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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