The Board Of Directors Resolution Form is a crucial corporate governance document used in the United Arab Emirates to formally document and implement decisions made by a company's board of directors. This document is required under UAE Federal Law No. 32 of 2021 and must comply with specific formalities including proper authentication and sealing. The resolution form is typically used for recording significant company decisions such as appointing officers, approving financial statements, authorizing transactions, establishing new policies, or making strategic changes to the business. It must include details of the meeting, attendees, voting results, and specific resolutions passed, serving as both a legal record and an implementation tool for board decisions. The document's format and content must align with UAE corporate governance requirements and may need to be presented to various authorities, banks, or other institutions as evidence of proper corporate authorization.
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1. Company Information: Legal name of the company, registration number, and registered office address
2. Meeting Details: Date, time, location/mode of meeting, and type of meeting (regular/special)
3. Attendance Record: List of directors present, absent, and any other attendees including company secretary or legal advisors
4. Quorum Confirmation: Statement confirming that the required quorum is present as per the company's articles of association
5. Notice and Convening: Confirmation that proper notice was given or waived by all directors
6. Chairman Declaration: Declaration by the chairman regarding the valid constitution of the meeting
7. Agenda Items: List of matters to be discussed and resolved
8. Declarations of Interest: Disclosure of any directors' interests in the matters to be discussed
9. Resolutions: Clear statement of each resolution passed, including voting results
10. Closure: Time of meeting conclusion and signature requirements
11. Authentication: Chairman's signature and company seal section
1. Prior Minutes: Review and approval of previous meeting minutes, used when following up on previous meetings
2. Special Majority Declaration: Required when the resolution needs a special majority under UAE law
3. Regulatory Compliance Statement: Required for resolutions affecting regulated matters or requiring regulatory approval
4. Delegation of Authority: Used when the board delegates specific powers to committees or individuals
5. Legal Opinion Reference: Used when the resolution is based on external legal advice
6. Share Capital Changes: Required for resolutions affecting the company's share capital
7. Electronic Meeting Provisions: Required for virtual or hybrid board meetings
1. Schedule 1 - Supporting Documents: List of documents reviewed by the board in making their decision
2. Schedule 2 - Voting Details: Detailed breakdown of votes for complex resolutions
3. Schedule 3 - Powers Delegated: Detailed scope of powers delegated when applicable
4. Appendix A - Financial Statements: When resolution relates to financial matters or approval of accounts
5. Appendix B - Legal Certificates: Copies of relevant legal or regulatory certificates referenced in the resolution
6. Appendix C - Corporate Structure: Organization charts or corporate structure diagrams when relevant to the resolution
Relevant legal definitions
Articles of Association
Board
Chairman
Company
Company Secretary
Directors
Electronic Meeting
Independent Director
Meeting
Members
Memorandum of Association
Minutes
Notice
Ordinary Resolution
Quorum
Register of Directors
Resolution
Seal
Secretary
Special Resolution
Virtual Meeting Platform
Written Resolution
Voting Rights
Parent Company
Subsidiary
Regulatory Authority
Business Day
Financial Year
Corporate Representative
Authorized Signatory
Board
Chairman
Company
Company Secretary
Directors
Electronic Meeting
Independent Director
Meeting
Members
Memorandum of Association
Minutes
Notice
Ordinary Resolution
Quorum
Register of Directors
Resolution
Seal
Secretary
Special Resolution
Virtual Meeting Platform
Written Resolution
Voting Rights
Parent Company
Subsidiary
Regulatory Authority
Business Day
Financial Year
Corporate Representative
Authorized Signatory
Clauses
Meeting Constitution
Quorum Declaration
Notice Compliance
Previous Minutes
Directors' Interests
Authority and Powers
Financial Approvals
Corporate Actions
Regulatory Compliance
Officer Appointments
Policy Adoption
Strategic Decisions
Asset Disposals
Banking Matters
Share Transfers
Capital Changes
Committee Formation
Authority Delegation
Document Execution
Certification
Filing Requirements
Implementation Actions
Record Keeping
Legal Compliance
Authentication
Quorum Declaration
Notice Compliance
Previous Minutes
Directors' Interests
Authority and Powers
Financial Approvals
Corporate Actions
Regulatory Compliance
Officer Appointments
Policy Adoption
Strategic Decisions
Asset Disposals
Banking Matters
Share Transfers
Capital Changes
Committee Formation
Authority Delegation
Document Execution
Certification
Filing Requirements
Implementation Actions
Record Keeping
Legal Compliance
Authentication
Relevant Industries
Banking and Financial Services
Real Estate and Construction
Energy and Resources
Technology and Communications
Healthcare
Retail and Consumer
Manufacturing
Professional Services
Tourism and Hospitality
Education
Transportation and Logistics
Media and Entertainment
Relevant Teams
Legal
Compliance
Corporate Governance
Executive Office
Corporate Secretariat
Risk Management
Finance
Corporate Affairs
Regulatory Affairs
Internal Audit
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Director
Compliance Officer
Board Chairman
Executive Director
Non-Executive Director
Corporate Governance Manager
Managing Director
General Counsel
Chief Financial Officer
Risk Management Officer
Corporate Affairs Director
Regulatory Compliance Manager
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