Board Resolution Template for Nigeria

A Board Resolution is a formal decision made by a company's directors during their official meetings. In Nigerian corporate practice, it's the legal way board members record and approve important business decisions - from opening bank accounts to appointing new executives or approving major contracts.

Under Nigeria's Companies and Allied Matters Act (CAMA), these resolutions carry legal weight and become part of the company's official records. They protect directors and shareholders by documenting exactly what was decided, when, and by whom. Most Nigerian banks and government agencies require certified copies of board resolutions before processing significant company transactions.

You need a Board Resolution when making significant company decisions in Nigeria - like changing signatories on corporate bank accounts, approving major contracts, or authorizing new business locations. It's essential for high-stakes financial moves, such as applying for loans, issuing shares, or investing company funds.

The Corporate Affairs Commission (CAC) and most Nigerian banks require Board Resolutions for important transactions. They're also crucial when appointing or removing directors, changing your registered office address, or entering into partnerships. Using these resolutions creates a clear paper trail and helps protect your company during regulatory audits or legal disputes.

• Board Resolution Account Opening: Used specifically for new corporate bank accounts, stating authorized signatories and banking powers
• Board Meeting Resolution: Records general decisions made during board meetings, covering routine business matters
• Board Resolution For Signing Authority: Delegates power to specific officers to sign documents on behalf of the company
• Board Of Directors Resolution Form: Standard template for documenting any board decision, with flexible formatting for various purposes
• Board Resolution For Bank Account Signatory: Specifically authorizes changes to existing bank account signatories

• Board Members: Review, discuss, and vote on Board Resolutions during meetings, with their signatures required to validate decisions
• Company Secretary: Drafts the resolution, maintains official records, and certifies copies for banks and regulators
• Corporate Affairs Commission: Requires certified Board Resolutions for major company changes and maintains them in official records
• Banks and Financial Institutions: Request Board Resolutions before processing significant financial transactions or account changes
• External Stakeholders: Business partners, contractors, and government agencies who rely on resolutions as proof of corporate authority

• Company Details: Gather your RC number, registered address, and current directors' information from CAC records
• Meeting Specifics: Note the exact date, time, location, and attending directors for the resolution
• Decision Context: Document the full scope of what's being approved, including any financial limits or conditions
• Authority Check: Confirm the decision falls within board powers under your company's Articles of Association
• Legal Format: Use our platform to generate a properly structured resolution that meets Nigerian legal requirements
• Signature Planning: Prepare for required signatures from directors and company secretary, with space for official seal

• Company Header: Full registered name, RC number, and registered office address as per CAC records
• Meeting Details: Date, venue, time, and list of directors present forming a valid quorum
• Resolution Title: Clear statement of the specific purpose or decision being made
• Preamble: Background information explaining why the resolution is needed
• Decision Text: Precise wording of what the board has resolved, including any conditions or limits
• Authentication: Chairman's signature, company secretary's certification, and company seal placement
• Statutory Declaration: Statement confirming compliance with CAMA and company's Articles of Association

A Board Resolution differs significantly from a Board Minutes. While both are official company documents, they serve distinct purposes in Nigerian corporate governance.

• Legal Authority: Board Resolutions are formal decisions with binding legal power, while Board Minutes are detailed records of everything discussed during meetings, including both approved and rejected proposals
• Content Focus: Resolutions contain only final decisions and specific actions approved by the board, whereas Minutes capture discussions, debates, and the decision-making process
• External Use: Banks and regulators typically require certified Board Resolutions for transactions, not Minutes
• Format Structure: Resolutions follow a precise, formal structure focused on the decision, while Minutes provide a chronological record of the entire meeting
• Legal Weight: Under CAMA, Resolutions can stand alone as proof of board authority, but Minutes mainly serve as internal documentation