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.
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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
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
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
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
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