A Board Meeting Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Belgium. This document type is essential for compliance with the Belgian Code of Companies and Associations (BCCA) and must adhere to specific legal requirements regarding content, format, and language. Board Meeting Resolutions are used whenever the board makes significant decisions about company operations, strategy, or governance, including matters such as appointment of officers, approval of financial statements, declaration of dividends, or major business transactions. The document must include specific details about the meeting, such as proper notice, quorum confirmation, and voting results. In Belgium, these resolutions may need to be filed with the Commercial Court Registry and might require notarization for certain types of decisions.
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1. Meeting Details: Date, time, location of the meeting, and method of meeting (in-person/virtual/hybrid)
2. Attendance: List of directors present, absent, and any other attendees (e.g., secretary, advisors)
3. Quorum Confirmation: Statement confirming that the required quorum was present as per the articles of association
4. Chair and Secretary: Identification of the meeting's chair and secretary
5. Agenda: List of items to be discussed and decided upon
6. Notice and Convening: Confirmation that proper notice was given or waived
7. Resolutions: The actual decisions made, numbered and clearly stated
8. Voting Results: Record of how the board voted on each resolution
9. Closure: Time of meeting closure and signature block
1. Conflicts of Interest: Required when any director has declared a conflict of interest regarding any agenda item
2. Expert Reports: When external expert opinions or valuations were presented and considered
3. Deliberations: Detailed discussion points, when a record of the debate is important
4. Reservations: When any director wishes to record specific concerns or reservations about decisions
5. Powers of Attorney: When specific implementation powers are delegated to certain individuals
6. Related Party Transactions: When decisions involve transactions with related parties requiring special documentation
1. Attendance Register: Signed list of all attendees with their capacities
2. Supporting Documents: Key documents referenced in the resolutions (e.g., contracts, reports)
3. Powers of Attorney: Copies of any powers of attorney presented at the meeting
4. Expert Reports: Any external expert reports or valuations referenced
5. Presentation Materials: Copies of any presentations or materials shown during the meeting
6. Conflict Declarations: Written conflict of interest declarations if any were made
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