A Board Resolution Approving Transaction is a crucial corporate governance document required under Nigerian law whenever a company's board of directors approves significant business transactions or corporate actions. This document is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be maintained in the company's records. It is used to demonstrate proper corporate authorization for transactions such as acquisitions, major contracts, financing arrangements, or asset disposals. The resolution includes essential elements such as meeting details, transaction specifics, board determinations, and officer authorizations. It serves multiple purposes: providing evidence of proper corporate governance, satisfying regulatory requirements, and protecting director and officer interests by documenting their due consideration of the transaction. The document may need to be filed with the Corporate Affairs Commission or presented to third parties as evidence of corporate authority.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present, confirmation of quorum as per company's articles
3. Notice and Meeting Validity: Confirmation that proper notice was given or waived, and meeting was properly constituted
4. Background: Brief description of the transaction and rationale for board consideration
5. Transaction Details: Key terms and conditions of the transaction requiring board approval
6. Board Determinations: Statement that the board has considered the transaction and determined it to be in company's best interest
7. Resolutions: Specific decisions and authorizations approved by the board
8. Authorization of Officers: Named officers authorized to execute documents and take necessary actions
9. Certification: Secretary/Chairman's certification of the resolution's authenticity
1. Regulatory Compliance Statement: Required when transaction needs specific regulatory approvals or compliance declarations
2. Disclosure of Interests: Include when directors have declared interests in the transaction
3. Risk Assessment Summary: Add for significant transactions requiring documented risk consideration
4. Related Party Transaction Details: Required when transaction involves related parties under CAMA 2020
5. Delegation of Powers: Include when board delegates specific powers to committee or officers
6. Conditions Precedent: Add when approval is subject to certain conditions being met
1. Transaction Documentation: Copies or summaries of key transaction documents being approved
2. Financial Details: Detailed financial terms, valuations, or consideration details
3. Due Diligence Summary: Summary of due diligence findings if relevant to the transaction
4. Regulatory Approvals: Copies of required regulatory approvals or applications
5. Powers of Attorney: If specific powers of attorney are granted as part of the resolution
6. Corporate Authority Chain: Documents evidencing authority to enter into transaction (e.g., constitutional documents)
Relevant legal definitions
Board
Company
Transaction
Effective Date
Articles of Association
Authorized Officers
Counterparty
Transaction Documents
Consideration
Completion Date
CAMA
Meeting
Notice
Quorum
Resolution
Authorized Signatories
Material Terms
Regulatory Approvals
Related Party
Subsidiary
Corporate Seal
Secretary
Chairman
Directors Present
Governing Law
Company
Transaction
Effective Date
Articles of Association
Authorized Officers
Counterparty
Transaction Documents
Consideration
Completion Date
CAMA
Meeting
Notice
Quorum
Resolution
Authorized Signatories
Material Terms
Regulatory Approvals
Related Party
Subsidiary
Corporate Seal
Secretary
Chairman
Directors Present
Governing Law
Clauses
Meeting Constitution
Notice and Quorum
Transaction Approval
Authority and Powers
Execution Authorization
Document Approval
Regulatory Compliance
Officer Designation
Corporate Seal Usage
Filing Requirements
Related Party Declarations
Director Interests
Transaction Terms
Delegation of Authority
Certification
Record Keeping
Legal Compliance
Financial Authority
Implementation Powers
Condition Precedent
Notice and Quorum
Transaction Approval
Authority and Powers
Execution Authorization
Document Approval
Regulatory Compliance
Officer Designation
Corporate Seal Usage
Filing Requirements
Related Party Declarations
Director Interests
Transaction Terms
Delegation of Authority
Certification
Record Keeping
Legal Compliance
Financial Authority
Implementation Powers
Condition Precedent
Relevant Industries
Banking and Finance
Manufacturing
Oil and Gas
Technology
Telecommunications
Real Estate
Healthcare
Retail
Mining
Agriculture
Infrastructure
Energy
Professional Services
Education
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Board Office
Compliance
Risk Management
Corporate Affairs
Finance
Strategy
Mergers and Acquisitions
Corporate Development
Investment Relations
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Board Chairman
Non-Executive Director
Executive Director
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Governance Officer
Compliance Officer
Risk Management Officer
Corporate Affairs Manager
Legal Manager
Board Relations Manager
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