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Board Of Directors Resolution Form for Nigeria

Board Of Directors Resolution Form Template for Nigeria

A Board of Directors Resolution Form is a formal document that records decisions and resolutions made by a company's board of directors during official board meetings. In Nigeria, this document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant corporate governance regulations. It serves as an official record of board decisions, ranging from routine operational matters to significant corporate actions such as mergers, acquisitions, or changes in company policy. The document includes essential elements such as meeting details, attendance records, specific resolutions passed, and required signatures, making it a legally binding instrument in Nigerian corporate governance.

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What is a Board Of Directors Resolution Form?

The Board Of Directors Resolution Form is a crucial corporate governance document used in Nigerian business operations, governed by the Companies and Allied Matters Act (CAMA) 2020. This document is essential whenever a company's board needs to formally record decisions, authorize actions, or comply with regulatory requirements. It can be used for various purposes, including appointing officers, approving financial statements, authorizing bank accounts, initiating corporate transactions, or implementing policy changes. The resolution form must include specific details about the meeting, attendees, and the exact wording of resolutions passed, along with proper authentication through signatures and company seal where required. Its format and content must align with Nigerian corporate law requirements and serve as evidence of proper corporate decision-making processes.

What sections should be included in a Board Of Directors Resolution Form?

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

2. Meeting Details: Date, time, venue/mode of meeting, and type of meeting (regular/special)

3. Attendance and Quorum: List of directors present, confirmation of quorum as per company's articles

4. Notice and Waiver: Confirmation that proper notice was given or waived by all directors

5. Chairperson: Identity of the person chairing the meeting

6. Resolutions: Clear statement of each resolution being passed, numbered sequentially

7. Voting Results: Record of how the vote was conducted and the outcome

8. Authentication: Signature requirements, including Chairman's signature and Company Secretary's certification

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

1. Recitals: Background information explaining the context and reason for the resolutions, used when complex decisions need context

2. Conflicts of Interest: Declarations of any conflicts of interest by directors, required when discussing matters where directors have personal interests

3. Deliberations: Summary of key discussions, included when there's a need to document the decision-making process

4. Dissenting Opinions: Record of any opposing views, included when there's no unanimous agreement

5. Implementation Instructions: Specific directions for carrying out the resolutions, needed for complex operational decisions

6. Regulatory Compliance Statement: Statement confirming compliance with relevant laws/regulations, included for sensitive or regulated matters

What schedules should be included in a Board Of Directors Resolution Form?

1. Notice of Meeting: Copy of the notice sent to directors calling the meeting

2. Attendance Register: Detailed record of attendees with signatures

3. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., contracts, reports)

4. Power of Attorney: If any director is represented by proxy

5. Certificate of Compliance: Company Secretary's certificate confirming compliance with procedural requirements

6. Relevant Corporate Authorizations: Copies of any prerequisite approvals or authorizations referenced in the resolutions

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

Nigeria

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






































Clauses
























Relevant Industries

Banking and Finance

Manufacturing

Oil and Gas

Technology

Telecommunications

Real Estate

Healthcare

Education

Retail

Construction

Agriculture

Mining

Professional Services

Transportation

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Finance

Executive Office

Administrative Support

Board Support

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Board Chairman

Non-Executive Director

Executive Director

Chief Financial Officer

Chief Legal Officer

Corporate Governance Officer

Compliance Officer

Risk Management Officer

Board Administrator

Corporate Secretary

Legal Counsel

Managing Director

Finance 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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