A Board Resolution For Subscribing Shares Of Other Company is a crucial corporate governance document used in Malaysia when a company intends to invest in another company through share subscription. This document, governed by the Malaysian Companies Act 2016, is required to formally record the board's approval of the investment decision and demonstrate proper corporate governance. It is typically prepared following detailed due diligence and contains essential information about the investment rationale, share subscription terms, and specific authorizations granted to execute the transaction. The resolution must comply with both statutory requirements and the company's constitution, particularly regarding investment powers and decision-making procedures.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Present: List of directors present at the meeting and confirmation of quorum
3. Chairperson: Identification of the chairperson of the meeting
4. Background: Context of the proposed share subscription, including details of the target company and strategic rationale
5. Consideration of Documents: List of documents tabled and considered by the board
6. Declaration of Interests: Directors' declarations of any interests in the transaction
7. Key Terms of Subscription: Details of the share subscription including number of shares, price per share, and total consideration
8. Board's Deliberation: Summary of the board's evaluation and determination that the subscription is in the company's best interests
9. Resolution: The formal resolution(s) being passed, including approval of the subscription
10. Authorization: Authority granted to specific officers to execute documents and take necessary actions
11. Closure: Formal closing of the resolution with signature requirements
1. Financing Arrangements: Include when the share subscription requires specific financing arrangements or borrowing approval
2. Regulatory Compliance: Include when specific regulatory requirements or approvals need to be addressed
3. Risk Assessment: Include when a formal risk assessment needs to be documented as part of the decision-making process
4. Conditions Precedent: Include when the share subscription is subject to specific conditions that must be met
5. Related Party Transaction: Include when the subscription involves a related party and specific considerations need to be documented
1. Schedule 1 - Share Subscription Agreement: Draft or final version of the share subscription agreement to be entered into
2. Schedule 2 - Company Information: Key information about the target company including corporate details and financial information
3. Schedule 3 - Valuation Report: Summary or full version of any valuation report relied upon
4. Schedule 4 - Due Diligence Report: Key findings from due diligence investigations
5. Schedule 5 - Power of Attorney: If required, draft power of attorney authorizing specific individuals to execute documents
Authors
Relevant legal definitions
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Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Energy
Telecommunications
Consumer Goods
Professional Services
Infrastructure
Education
Retail
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Investment
Board of Directors
Executive Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Legal Manager
Investment Director
Board Director
Managing Director
Finance Director
Compliance Officer
Corporate Governance Officer
Investment Manager
Business Development Director
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