A Board Written Resolution is a crucial corporate governance tool used in Denmark when board decisions need to be documented without holding a physical meeting. This document type is particularly useful for time-sensitive matters or when gathering all directors in person is impractical. Governed by the Danish Companies Act (Selskabsloven), it must include specific elements such as company identification, clear statement of resolutions, quorum confirmation, and proper execution by directors. The document becomes especially relevant in situations requiring rapid decision-making, such as urgent corporate actions, routine approvals, or matters where Danish law permits written procedure. It serves as legal evidence of board decisions and must be maintained in the company's records in compliance with Danish corporate governance requirements.
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Key Requirements PROMPT example:
Board Written Resolution
I need a Board Written Resolution under Danish law to approve the appointment of a new Chief Financial Officer and authorize their signing rights for the company's bank accounts, to be effective from March 1, 2025.
1. Company Details: Full legal name of the company, registration number (CVR), and registered address
2. Date: Date of the written resolution
3. Present Directors: List of all current board members eligible to vote on the resolution
4. Quorum Confirmation: Statement confirming that the number of responding directors constitutes a valid quorum under the company's articles of association
5. Background: Brief context explaining why the resolution is being proposed
6. Resolution(s): Clear statement of each resolution being approved, numbered if multiple resolutions
7. Declaration: Statement that the resolution is made in accordance with the company's articles of association and Danish law
8. Execution Block: Space for directors' signatures or electronic signature confirmation
1. Notice Waiver: Statement waiving formal notice requirements - include when required notice period hasn't been met
2. Conflicts of Interest: Declaration of any directors' conflicts of interest - include when relevant to the resolution
3. Voting Results: Detailed breakdown of votes - include when requested or when not unanimous
4. Implementation Instructions: Specific directions for carrying out the resolution - include for complex matters
5. Regulatory Compliance Statement: Specific statements required by regulators - include for regulated matters
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, financial statements)
2. Powers of Attorney: If any directors are acting through power of attorney
3. Written Opinions: Any expert opinions or valuations relevant to the resolution
4. Proxy Forms: If any directors are voting by proxy
5. Electronic Signature Certificates: If the resolution is executed electronically, certificates confirming valid signatures
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Transportation
Professional Services
Telecommunications
Construction
Agriculture
Education
Non-Profit Organizations
Relevant Teams
Legal
Corporate Governance
Compliance
Board Secretariat
Administrative
Risk Management
Corporate Affairs
Executive Office
Relevant Roles
Board Member
Chief Executive Officer
Company Secretary
Corporate Counsel
Legal Director
Compliance Officer
Managing Director
Board Chairman
Chief Financial Officer
Corporate Governance Officer
Legal Counsel
Risk Manager
Administrative Director
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