Board Resolution Change Of Directors for Pakistan

Board Resolution Change Of Directors Template for Pakistan

A formal corporate document governed by Pakistani law, specifically the Companies Act 2017, that officially records the board's resolution to change the composition of the company's Board of Directors. This document serves as the official record of the appointment of new directors and/or the resignation, removal, or retirement of existing directors. It must comply with SECP regulations and includes crucial details such as the meeting proceedings, director information, and necessary statutory declarations. The resolution forms part of the company's official records and must be filed with the SECP within specified timeframes.

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What is a Board Resolution Change Of Directors?

A Board Resolution Change Of Directors is a crucial corporate governance document required under Pakistani law whenever there is a change in a company's board composition. It is used to formally document the appointment, resignation, removal, or retirement of directors in accordance with the Companies Act 2017 and SECP regulations. This resolution must be passed at a properly convened board meeting and should contain specific details about the incoming and outgoing directors, including their consent, qualifications, and declarations of eligibility. The document serves multiple purposes: it acts as an internal record of the board's decision, forms part of the company's statutory records, and serves as supporting documentation for regulatory filings with SECP. For listed companies, additional requirements under the Listed Companies (Code of Corporate Governance) Regulations 2019 must also be addressed in the resolution.

What sections should be included in a Board Resolution Change Of Directors?

1. Header Information: Company name, registration number, and registered office address

2. Meeting Details: Date, time, venue, and type of meeting (physical/virtual)

3. Attendance: List of directors present and absent, confirmation of quorum

4. Chair: Identification of the meeting's chairperson

5. Notice and Quorum: Confirmation that proper notice was given and quorum was present

6. Outgoing Director Details: Names and details of directors ceasing their position, including effective dates

7. Incoming Director Details: Names and details of new directors, including DIN and qualifications

8. Resolution Text: Formal resolution language for the appointment/removal of directors

9. Statutory Declarations: Confirmation of compliance with relevant sections of Companies Act 2017

10. Authorization: Authority given to company secretary/officers to file necessary forms with SECP

11. Closure: Meeting conclusion and signature requirements

What sections are optional to include in a Board Resolution Change Of Directors?

1. Special Notice: Required if removal of director before term expiry, as per Section 163 of Companies Act 2017

2. Casual Vacancy: Required if appointment is to fill a casual vacancy, stating the casual vacancy reason

3. Independent Director Declaration: Required for appointment of independent directors in listed companies

4. Foreign Director Requirements: Required when appointing foreign nationals as directors, including passport details and security clearance

5. Committee Appointments: Required if new directors are being appointed to board committees

6. Shareholding Requirements: Required for listed companies confirming director's shareholding requirements are met

What schedules should be included in a Board Resolution Change Of Directors?

1. Consent to Act as Director: Form signed by incoming directors accepting their appointment

2. Director's Declaration: Declaration of eligibility and not being disqualified under Companies Act 2017

3. Form 29: SECP prescribed form for change in directors

4. Resignation Letters: Copies of resignation letters from outgoing directors

5. Directors' Profile: CV and profile of new directors showing qualifications and experience

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Pakistan

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Banking & Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Transportation & Logistics

Education

Professional Services

Mining & Resources

Agriculture

Construction

Hospitality

Media & Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Secretariat

Regulatory Affairs

Corporate Affairs

Risk Management

Executive Office

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Managing Director

Chairman of the Board

Vice President of Legal Affairs

Regulatory Affairs Manager

Corporate Affairs Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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