The Board of Directors Resolution Form is a crucial corporate governance document used in Malaysian business operations to formally record and validate decisions made by a company's board of directors. This document is required under the Companies Act 2016 and must be maintained as part of the company's official records. It can be used for various purposes, including but not limited to opening bank accounts, authorizing significant transactions, appointing officers, declaring dividends, or approving strategic initiatives. The resolution can be passed either during a board meeting or through circular resolution, and must contain specific information such as the company's details, the resolution's text, voting results, and proper authentication by authorized signatories. These resolutions form part of the company's permanent records and may need to be submitted to regulatory bodies such as the Companies Commission of Malaysia (SSM) or Bursa Malaysia for listed companies.
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1. Company Details: Full legal name of the company, company registration number, and registered address
2. Meeting Information: Date, time, venue of the meeting (if applicable) or statement that it's a circular resolution
3. Present Directors: List of directors participating in the resolution, including those present physically, virtually, or responding to circular resolution
4. Quorum Confirmation: Statement confirming that the required quorum is present as per the company's constitution
5. Notice and Meeting Validity: Confirmation that proper notice was given or waived, and that the meeting/resolution process is valid
6. Resolution Text: Clear statement of each resolution being passed, numbered sequentially if multiple resolutions
7. Voting Results: Record of how the vote was conducted and its outcome
8. Authentication: Signature section for Chairman/Company Secretary to certify the resolution
1. Preamble/Background: Context or background information explaining why the resolution is necessary - used when the resolution requires explanation of circumstances
2. Recitals: Reference to relevant documents or previous resolutions - included when the current resolution relates to or depends on previous decisions
3. Abstentions/Dissent: Record of any directors who abstained or voted against - required when there isn't unanimous approval
4. Interested Directors: Declaration of any directors' interests in the resolution - required when dealing with related party transactions or conflicts of interest
5. Implementation Instructions: Specific directions for carrying out the resolution - included for complex resolutions requiring specific actions
6. Regulatory Compliance Statement: Statements confirming compliance with specific regulations - required for resolutions affecting listed companies or regulated matters
1. Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Financial Statements: When resolution relates to financial matters, relevant financial documents or statements
3. Legal Opinions: Any legal opinions or professional advice relied upon in making the resolution
4. Proxy Forms: If any directors participated by proxy, the relevant proxy documentation
5. Notice of Meeting: Copy of the notice sent to directors (if not a circular resolution)
Relevant legal definitions
Board
Chairman
Company
Constitution
Director
Meeting
Resolution
Circular Resolution
Secretary
Quorum
Business Day
Companies Act
Register
Seal
Share
Shareholder
Special Resolution
Ordinary Resolution
Written Resolution
Corporate Representative
Financial Year
Notice
Minutes
Register of Directors
Registered Office
Chairman
Company
Constitution
Director
Meeting
Resolution
Circular Resolution
Secretary
Quorum
Business Day
Companies Act
Register
Seal
Share
Shareholder
Special Resolution
Ordinary Resolution
Written Resolution
Corporate Representative
Financial Year
Notice
Minutes
Register of Directors
Registered Office
Clauses
Company Identification
Meeting Details
Quorum Declaration
Notice Confirmation
Resolution Purpose
Decision Authority
Board Powers
Voting Results
Implementation Authority
Authentication Requirements
Director Interests
Regulatory Compliance
Document Filing
Execution Instructions
Record Keeping
Certification
Prior Resolutions
Effective Date
Meeting Details
Quorum Declaration
Notice Confirmation
Resolution Purpose
Decision Authority
Board Powers
Voting Results
Implementation Authority
Authentication Requirements
Director Interests
Regulatory Compliance
Document Filing
Execution Instructions
Record Keeping
Certification
Prior Resolutions
Effective Date
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Telecommunications
Construction
Professional Services
Education
Transportation
Agriculture
Mining
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Executive Office
Board Administration
Regulatory Affairs
Relevant Roles
Company Director
Board Chairman
Company Secretary
Chief Executive Officer
Managing Director
Corporate Counsel
Legal Director
Compliance Officer
Corporate Governance Officer
Board Administrator
Executive Director
Non-Executive Director
Independent Director
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