The Corporate Resolution Form is a crucial document in UAE corporate governance, used to formally document decisions made by a company's governing body. This document is essential for compliance with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations. It serves multiple purposes, from authorizing bank signatories to approving major corporate transactions. The form must include specific elements required by UAE law, such as proper identification of the company, meeting details, quorum confirmation, and authorized signatures. For companies operating in UAE free zones, additional requirements may apply based on the specific free zone regulations. The document creates a legal record of corporate decisions and can be required by banks, government authorities, or other third parties as evidence of corporate authorization.
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1. Title and Date: Formal title of the resolution and date of adoption
2. Company Details: Full legal name, registration number, and registered address of the company
3. Meeting Details: Type of meeting (Board/Shareholder), date, time, location, and attendance details
4. Quorum Confirmation: Statement confirming that required quorum was present as per Articles of Association
5. Chairperson: Identity of the meeting's chairperson and confirmation of their authority
6. Background: Brief context explaining why the resolution is needed
7. Resolutions: Clear, numbered statements of the decisions made
8. Certification: Formal certification of the resolution's validity
9. Signature Block: Space for required signatures with names and titles
1. Recitals: Additional background information when complex context needs to be established
2. Voting Results: Detailed breakdown of votes when required for contentious matters
3. Dissenting Opinions: Record of any opposing views when legally required or strategically important
4. Implementation Instructions: Specific directions for carrying out the resolution when complex actions are required
5. Delegation of Authority: Specific powers granted to individuals to execute the resolution when authority needs to be delegated
6. Effective Date: When resolution effectiveness differs from adoption date
7. Conditions Precedent: Any conditions that must be met before resolution becomes effective
1. Schedule 1 - Supporting Documents: Copies of relevant documents referenced in the resolution
2. Schedule 2 - Power of Attorney: If the resolution grants specific powers to individuals
3. Schedule 3 - Attendance Register: Detailed list of attendees with their positions and signatures
4. Appendix A - Corporate Structure Chart: When resolution involves corporate structure changes
5. Appendix B - Financial Statements: When resolution relates to financial matters
6. Appendix C - Legal Opinions: Any legal opinions relied upon in making the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate
Manufacturing
Retail
Technology
Healthcare
Construction
Professional Services
Energy
Telecommunications
Hospitality
Trading
Transportation and Logistics
Free Zone Companies
Relevant Teams
Legal
Compliance
Corporate Governance
Board Secretariat
Executive Office
Risk Management
Corporate Affairs
Finance
Company Secretariat
Administrative
Relevant Roles
Chief Executive Officer
Managing Director
Board Member
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Chief Financial Officer
General Manager
Legal Director
Board Chairman
Corporate Secretary
Vice President
Director of Legal Affairs
Risk Manager
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