A Board Resolution Appointing Representative is a crucial corporate governance document used when a company needs to formally authorize an individual or entity to act on its behalf. Under Pakistani law, particularly the Companies Act 2017, such resolutions are required to establish clear lines of authority and representation. This document is typically used when companies need to delegate powers for specific purposes such as banking operations, legal proceedings, government dealings, or business negotiations. The resolution must be passed in a properly convened board meeting with required quorum and should clearly specify the scope of authority, duration, and any limitations on the representative's powers. It serves as evidence of the representative's authority when dealing with third parties and helps protect both the company's interests and those dealing with its representative.
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1. Title and Date: Full title of the resolution and date of the board meeting
2. Preamble: Standard recital identifying the company and confirming this as a resolution of the board of directors
3. Attendance and Quorum: Confirmation of directors present and that quorum requirements are met
4. Background: Brief context explaining the need for appointing a representative
5. Representative Details: Full identification details of the appointed representative including name, designation, and CNIC/passport number
6. Scope of Authority: Detailed description of the powers and authority being granted to the representative
7. Duration: Period for which the appointment is valid
8. Certification: Certification by the Company Secretary or authorized officer that the resolution was duly passed
1. Revocation of Previous Appointments: Include when this appointment supersedes or revokes previous appointments
2. Geographical Jurisdiction: Include when the representative's authority is limited to specific geographical areas
3. Reporting Requirements: Include when specific reporting obligations are imposed on the representative
4. Remuneration: Include when the appointment includes specific compensation terms
5. Sub-delegation Powers: Include when the representative is authorized to sub-delegate certain powers
6. Specific Transaction Authority: Include when the appointment is for specific transactions or deals
1. Schedule A - Powers and Authorities: Detailed list of specific powers and authorities granted to the representative
2. Schedule B - Specimen Signature: Specimen signature of the appointed representative
3. Appendix 1 - Identity Documents: Copies of relevant identity documents of the representative
4. Appendix 2 - Company Registration Documents: Relevant company registration documents demonstrating authority to make the appointment
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Technology
Real Estate
Trading
Construction
Healthcare
Energy
Telecommunications
Professional Services
Retail
Agriculture
Mining
Transportation and Logistics
Education
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Secretariat
Corporate Affairs
Executive Office
Risk Management
Administrative Services
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Compliance Officer
Corporate Secretary
Chief Legal Officer
Board Chairman
Executive Director
Non-Executive Director
Corporate Affairs Manager
Legal Manager
Authorized Representative
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