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Shareholder Resolution Appointing Directors for Pakistan

Shareholder Resolution Appointing Directors Template for Pakistan

A Shareholder Resolution Appointing Directors is a formal corporate document used in Pakistan under the Companies Act 2017 to officially appoint new directors to a company's board. The document records the shareholders' decision to appoint specific individuals as directors, including their personal details, qualifications, and terms of appointment. It must comply with SECP regulations and includes various mandatory declarations and consents from the appointed directors. The resolution can be passed either at a general meeting or through circular resolution, depending on the company's articles of association and circumstances.

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What is a Shareholder Resolution Appointing Directors?

A Shareholder Resolution Appointing Directors is a crucial corporate governance document required under Pakistani law whenever new directors need to be appointed to a company's board. This document is essential for maintaining proper corporate records and ensuring compliance with the Companies Act 2017 and SECP regulations. It is typically used during annual general meetings, extraordinary general meetings, or through circular resolutions when there is a need to appoint new directors, replace existing ones, or expand the board. The resolution must include specific information about the appointees, their consent, and various regulatory declarations. It serves as official evidence of the shareholders' decision and forms part of the company's statutory records. The document must be filed with the SECP within specified timeframes and becomes part of the public record for the company.

What sections should be included in a Shareholder Resolution Appointing Directors?

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

2. Meeting Details: Type of meeting (e.g., EGM, AGM, or circular resolution), date, time, and place of meeting if applicable

3. Attendance Record: List of shareholders present or participating, including names and shareholding percentages, establishing quorum

4. Preamble: Brief introduction stating the purpose of the resolution and any relevant background

5. Resolution Text: The formal resolution text for appointment of director(s), including their full names, nationality, and residential addresses

6. Director Information: Details of each appointed director including DIN (Director Identification Number), qualification, and confirmation of eligibility

7. Effective Date: Clear statement of when the appointments take effect

8. Authentication: Signature section for the Chairman/Company Secretary and date of signing

What sections are optional to include in a Shareholder Resolution Appointing Directors?

1. Independent Director Declaration: Required for listed companies when appointing independent directors, confirming their independence criteria as per regulations

2. Foreign Director Compliance: Required when appointing foreign directors, including their security clearance and compliance with State Bank regulations

3. Retiring Director Acknowledgment: When the appointment is replacing existing directors, acknowledgment of the retiring directors

4. Committee Appointments: If the newly appointed directors are also being appointed to board committees

5. Remuneration Details: If the resolution includes approval of director remuneration

6. Special Conditions: Any special terms or conditions attached to the appointment

What schedules should be included in a Shareholder Resolution Appointing Directors?

1. Director Consent Forms: Form 28 or equivalent consent to act as director signed by each appointed director

2. Director Declarations: Declarations of compliance with fit and proper criteria and other regulatory requirements

3. Director Identification Documents: Copies of CNICs/Passports and other identification documents of appointed directors

4. Professional History: CVs or detailed professional backgrounds of the appointed directors

5. Shareholding Pattern: Current shareholding pattern of the company showing the voting rights distribution

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

Pakistan

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses














Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Energy

Real Estate

Retail

Telecommunications

Agriculture

Mining

Construction

Education

Transportation

Professional Services

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretarial

Corporate Governance

Board of Directors

Corporate Affairs

Regulatory Affairs

Executive Management

Administrative

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Secretary

Corporate Governance Officer

Director of Legal Affairs

Chief Legal Officer

Company Director

Board Member

Chairman of the Board

Chief Executive Officer

Corporate Affairs Manager

Legal Manager

Regulatory Compliance Manager

Industries





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