The Corporate Resolution Document is a fundamental legal instrument in Nigerian corporate governance, essential for documenting and validating company decisions. It is required under the Companies and Allied Matters Act (CAMA) 2020 whenever significant corporate actions are taken, such as opening bank accounts, authorizing transactions, appointing officers, or entering into contracts. The document serves multiple purposes: it provides evidence of proper corporate authorization, protects the interests of the company and its stakeholders, and satisfies regulatory requirements. Third parties often require corporate resolutions as proof of authority before entering into significant transactions with a company. The document must be properly executed, typically signed by the chairman or company secretary, and maintained in the company's records. In some cases, it may need to be filed with the Corporate Affairs Commission or presented to other regulatory bodies.
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1. Company Identification: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location, and type of meeting (Board/Shareholders)
3. Attendance and Quorum: List of directors/shareholders present and confirmation of quorum requirements
4. Notice and Compliance: Confirmation that proper notice was given and meeting was held in compliance with company's articles
5. Recitals: Background information explaining why the resolution is necessary
6. Resolutions: Clear statement of each resolution passed, numbered sequentially
7. Authorization: Details of who is authorized to implement the resolutions
8. Certification: Statement certifying the resolution as true and accurate, typically signed by the Chairman/Company Secretary
1. Banking Matters: Used when resolution involves bank accounts, signatories, or banking relationships
2. Property Transactions: Required when resolution involves purchase, sale, or lease of property
3. Share Transfers: Include when resolution involves share transfers or capital structure changes
4. Power of Attorney: When specific individuals are granted power to act on behalf of the company
5. Regulatory Compliance: Special declarations required for regulatory compliance
6. Corporate Restructuring: Details of organizational changes, mergers, or restructuring
7. Dissenting Opinions: Record of any dissenting votes or opinions when relevant
1. Meeting Attendance Register: Detailed list of all attendees with signatures
2. Notice of Meeting: Copy of the notice sent to all relevant parties
3. Supporting Documents: Any relevant documents referenced in the resolution
4. Powers of Attorney: Copies of any powers of attorney referenced
5. Company Constitution Extract: Relevant excerpts from company's articles of association
6. Financial Statements: When resolution involves financial matters or transactions
Relevant legal definitions
Company
Board
Board of Directors
Director
Resolution
Meeting
Articles of Association
Memorandum of Association
Chairman
Company Secretary
Authorized Signatory
Quorum
Seal
Corporate Affairs Commission
Effective Date
Governing Law
Notice
Register of Members
Share Capital
Special Resolution
Ordinary Resolution
Voting Rights
Proxy
Minutes
Business Day
Financial Year
Shareholders
Subsidiary
Parent Company
Related Party
Transaction
Material Interest
Authorized Representative
Associated Company
Corporate Action
Board
Board of Directors
Director
Resolution
Meeting
Articles of Association
Memorandum of Association
Chairman
Company Secretary
Authorized Signatory
Quorum
Seal
Corporate Affairs Commission
Effective Date
Governing Law
Notice
Register of Members
Share Capital
Special Resolution
Ordinary Resolution
Voting Rights
Proxy
Minutes
Business Day
Financial Year
Shareholders
Subsidiary
Parent Company
Related Party
Transaction
Material Interest
Authorized Representative
Associated Company
Corporate Action
Clauses
Recitals
Constitutional Authority
Meeting Validity
Quorum Confirmation
Notice Compliance
Decision Authority
Corporate Powers
Authorization
Delegation of Authority
Banking Powers
Execution Authority
Document Authentication
Implementation Powers
Regulatory Compliance
Filing Requirements
Certification
Effective Date
Recording Requirements
Seal Application
Signature Authority
Asset Disposition
Financial Authority
Legal Representation
Corporate Actions
Agency Powers
Amendment Authority
Ratification
Constitutional Authority
Meeting Validity
Quorum Confirmation
Notice Compliance
Decision Authority
Corporate Powers
Authorization
Delegation of Authority
Banking Powers
Execution Authority
Document Authentication
Implementation Powers
Regulatory Compliance
Filing Requirements
Certification
Effective Date
Recording Requirements
Seal Application
Signature Authority
Asset Disposition
Financial Authority
Legal Representation
Corporate Actions
Agency Powers
Amendment Authority
Ratification
Relevant Industries
Banking and Finance
Manufacturing
Real Estate
Technology
Oil and Gas
Telecommunications
Retail and Commerce
Healthcare
Construction
Agriculture
Mining
Transportation and Logistics
Professional Services
Education
Energy
Relevant Teams
Legal
Corporate Governance
Board Secretariat
Compliance
Administrative
Corporate Affairs
Risk Management
Executive Management
Finance
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Board Chairman
Director
Chief Financial Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Legal Counsel
Board Member
Corporate Secretary
Risk Manager
Administrative Officer
Executive Director
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