A Board of Directors Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Ireland. This document is required under the Companies Act 2014 and must be created whenever the board makes significant decisions about company operations, strategy, or governance. Common uses include approving financial statements, appointing officers, authorizing transactions, establishing bank accounts, or making changes to company policies. The resolution must clearly state the decision made, include all necessary context and supporting information, and be properly signed and dated by the appropriate officers. It serves as legal evidence of board decisions and forms part of the company's official records, which may need to be presented to regulatory authorities, banks, or other third parties.
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1. Header: Company name, registration number, and date of the resolution
2. Title: Clear identification as a Board Resolution
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Notice: Confirmation that proper notice was given or waived
5. Background: Context and reasons for the resolution
6. Declarations of Interest: Any declarations of interest by directors in relation to the matter
7. Resolution(s): The formal decision(s) being made, clearly stated with 'IT IS RESOLVED THAT' language
8. Certification: Statement certifying the resolution as true and accurate
9. Signature Block: Space for Chairperson's signature and date
1. Recitals: Additional background information when complex context is needed
2. Financial Considerations: Include when resolution involves financial decisions or commitments
3. Legal Requirements: Reference to specific legal requirements when resolution relates to regulatory compliance
4. Voting Results: Detailed breakdown of votes when specifically requested or when not unanimous
5. Implementation Instructions: Specific directions for carrying out the resolution when complex actions are required
6. Time Frames: Specific timelines and deadlines when resolution requires time-bound actions
7. Delegated Authority: Details of any powers delegated to specific individuals or committees
1. Schedule A - Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Schedule B - Financial Information: Relevant financial statements or projections when resolution involves financial matters
3. Schedule C - Legal Opinions: Any legal advice or opinions relied upon in making the resolution
4. Schedule D - Corporate Structure Charts: Organizational charts when resolution involves structural changes
5. Appendix 1 - Meeting Minutes: Extract of relevant board meeting minutes if resolution was passed during a meeting
6. Appendix 2 - Shareholder Approvals: Any required shareholder approvals or consents related to the resolution
Relevant legal definitions
Board
Company
Companies Act
Chairperson
Directors
Resolution
Meeting
Quorum
Secretary
Articles of Association
Constitution
Effective Date
Voting Members
Simple Majority
Special Resolution
Ordinary Resolution
Written Resolution
Notice
Register
Seal
Subsidiary
Group
Parent Company
Related Party
Interested Director
Independent Director
Executive Director
Non-Executive Director
Corporate Representative
Authorised Signatory
Company
Companies Act
Chairperson
Directors
Resolution
Meeting
Quorum
Secretary
Articles of Association
Constitution
Effective Date
Voting Members
Simple Majority
Special Resolution
Ordinary Resolution
Written Resolution
Notice
Register
Seal
Subsidiary
Group
Parent Company
Related Party
Interested Director
Independent Director
Executive Director
Non-Executive Director
Corporate Representative
Authorised Signatory
Clauses
Meeting Details
Attendance
Quorum Confirmation
Notice Compliance
Declarations of Interest
Resolution Authority
Decision Making
Financial Authorization
Officer Appointment
Corporate Actions
Banking Matters
Property Matters
Contract Approval
Share Issuance
Dividend Declaration
Policy Adoption
Regulatory Compliance
Corporate Restructuring
Delegation of Authority
Legal Proceedings
Document Execution
Certification
Attendance
Quorum Confirmation
Notice Compliance
Declarations of Interest
Resolution Authority
Decision Making
Financial Authorization
Officer Appointment
Corporate Actions
Banking Matters
Property Matters
Contract Approval
Share Issuance
Dividend Declaration
Policy Adoption
Regulatory Compliance
Corporate Restructuring
Delegation of Authority
Legal Proceedings
Document Execution
Certification
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Construction
Energy
Transportation
Agriculture
Education
Telecommunications
Media and Entertainment
Mining and Resources
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Compliance
Corporate Governance
Risk Management
Executive Office
Finance
Administrative Support
Relevant Roles
Chief Executive Officer
Company Secretary
Board Chairperson
Director
Non-Executive Director
Corporate Counsel
Chief Financial Officer
Chief Operating Officer
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
Risk Manager
Board Administrator
Executive Assistant to Board
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