A Board Resolution For Subscription Of Shares is a crucial corporate governance document used in Malaysian companies when new shares are to be issued and allocated to subscribers. This document is required under the Companies Act 2016 and must be properly executed before any share issuance can take place. It is typically prepared following a board meeting where the decision to issue shares has been made and must include specific details about the share issuance, such as the number of shares, price, and subscriber information. The resolution is particularly important for maintaining proper corporate records, ensuring regulatory compliance, and protecting both the company and its directors. It serves as evidence of proper corporate governance and can be required by various stakeholders, including regulators, auditors, and potential investors.
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1. Title and Company Details: Formal title of the resolution, company name, registration number, and registered address
2. Date and Time of Meeting: Details of when the board meeting was held
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Background: Context for the share subscription, including reason for issuance and relevant company history
5. Share Subscription Details: Specific details of the new shares being issued, including number, class, and price
6. Declaration of Directors' Interests: Disclosure of any directors' interests in the share subscription
7. Core Resolutions: The actual resolutions being passed regarding the share subscription
8. Authorization: Empowerment of specific officers to execute necessary documents and take required actions
9. Certification: Signature section for chairman/company secretary to certify the resolution
1. Waiver of Notice: Required if proper notice period was not given for the meeting
2. Pre-emptive Rights Consideration: Include when existing shareholders have pre-emptive rights that need to be addressed
3. Regulatory Compliance Statement: Required for listed companies or when specific regulatory requirements need to be acknowledged
4. Share Premium Account: Include when shares are being issued at a premium
5. Foreign Investment Considerations: Required when shares are being issued to foreign investors
6. Related Party Transaction Disclosure: Include when the share subscription involves related parties
1. Schedule 1 - Subscriber Details: Detailed information about the subscribers, including names, addresses, and allocation of shares
2. Schedule 2 - Share Terms: Detailed terms and conditions of the new shares being issued
3. Schedule 3 - Calculation of Share Price: If applicable, detailed calculation methodology for the share price
4. Appendix A - Board Meeting Minutes Extract: Relevant extract from the board meeting minutes relating to the share subscription
5. Appendix B - Shareholder Rights: Details of any special rights or restrictions attached to the new shares
6. Appendix C - Supporting Documents: List of all supporting documents referenced in the resolution
Relevant legal definitions
Board
Company
Companies Act
Share Subscription Agreement
Subscription Shares
Subscription Price
Subscriber
Share Certificate
Articles of Association
Constitution
Ordinary Resolution
Special Resolution
Securities Commission
Companies Commission
Share Premium
Authorized Share Capital
Issued Share Capital
Identity Card
Board Meeting
Resolution Date
Business Day
Share Register
Listing Requirements
Securities Laws
Corporate Representative
Consideration
Board Circular
Share Transfer Form
Completion Date
Registration Statement
Company
Companies Act
Share Subscription Agreement
Subscription Shares
Subscription Price
Subscriber
Share Certificate
Articles of Association
Constitution
Ordinary Resolution
Special Resolution
Securities Commission
Companies Commission
Share Premium
Authorized Share Capital
Issued Share Capital
Identity Card
Board Meeting
Resolution Date
Business Day
Share Register
Listing Requirements
Securities Laws
Corporate Representative
Consideration
Board Circular
Share Transfer Form
Completion Date
Registration Statement
Clauses
Board Authority
Share Issuance Approval
Share Class and Number
Subscription Price
Payment Terms
Share Certificate Issuance
Director Authorization
Regulatory Compliance
Share Register Update
Document Execution
Capital Structure
Pre-emptive Rights
Director Interests
Legal Requirements
Corporate Filing
Officer Authority
Share Rights and Restrictions
Shareholder Notification
Record Keeping
Regulatory Disclosure
Share Issuance Approval
Share Class and Number
Subscription Price
Payment Terms
Share Certificate Issuance
Director Authorization
Regulatory Compliance
Share Register Update
Document Execution
Capital Structure
Pre-emptive Rights
Director Interests
Legal Requirements
Corporate Filing
Officer Authority
Share Rights and Restrictions
Shareholder Notification
Record Keeping
Regulatory Disclosure
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Infrastructure
Education
Mining
Agriculture
Transportation
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Board of Directors
Corporate Affairs
Investment Relations
Risk Management
Executive Management
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Chief Financial Officer
Corporate Secretary
Board Director
Compliance Officer
Corporate Governance Officer
Finance Director
Investment Relations Manager
Corporate Affairs Manager
Legal Manager
Board Chairman
Managing Director
Executive Director
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