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A Board Resolution is a formal decision made by a company's board of directors, recorded in writing and signed during official board meetings. In Belgian corporate law, these resolutions carry significant legal weight and serve as proof that the board has properly authorized specific actions, from appointing new directors to approving major contracts.

Under the Belgian Code of Companies and Associations, board resolutions must be carefully documented in the company's official records. They typically require a majority vote to pass and become binding once properly recorded in the meeting minutes. These documents protect both the company and its directors by creating a clear trail of decision-making and ensuring compliance with governance requirements.

Board Resolutions become essential when your Belgian company needs to document major decisions that affect its operations or structure. Common triggers include opening new bank accounts, authorizing significant contracts, appointing or removing directors, issuing shares, or initiating mergers and acquisitions.

Belgian law requires Board Resolutions for many corporate changes that must be filed with the Commercial Court or published in the Belgian Official Gazette. Financial institutions and business partners often request these resolutions as proof of authority before executing important transactions. Having clear, properly documented resolutions helps protect your company's interests and demonstrates good corporate governance.

• Authorised Signatory Board Resolution: Grants specific individuals power to sign documents and conduct business on behalf of the company
• Board Meeting Resolution: Records decisions made during formal board meetings, including general corporate matters
• Bank Board Resolution: Specifically authorizes banking relationships, account operations, and financial transactions
• Ordinary Resolution To Appoint A Director: Documents the appointment of new board members
• Resolution By Trustees: Used by trust organizations to record decisions about trust management and administration

• Board of Directors: Discusses, votes on, and formally approves the resolution during official meetings, with their signatures giving the document its legal authority
• Company Secretary: Prepares the resolution text, maintains official records, and ensures compliance with Belgian corporate law requirements
• Legal Counsel: Reviews resolution content, advises on legal implications, and ensures alignment with the Belgian Code of Companies and Associations
• External Stakeholders: Banks, business partners, and regulatory bodies who rely on these resolutions as proof of corporate authority
• Management Team: Implements the decisions outlined in the resolution and reports back to the board on execution

• Basic Details: Gather company name, registration number, registered office address, and board member details as listed in the Belgian Commercial Register
• Meeting Information: Document the date, time, location, and list of attending directors with quorum requirements met
• Resolution Purpose: Clearly state the specific decision being made and its business justification
• Supporting Documents: Collect relevant contracts, financial statements, or other materials referenced in the resolution
• Signature Requirements: Confirm which directors must sign and prepare signature blocks according to your articles of association
• Legal Compliance: Our platform ensures your resolution includes all mandatory elements required by Belgian law, minimizing drafting errors

• Company Identification: Full legal name, registered office address, and enterprise number as registered with the Belgian authorities
• Meeting Details: Date, time, venue, and confirmation that proper notice was given under Belgian law
• Quorum Statement: Confirmation that the required number of directors were present for valid decision-making
• Resolution Text: Clear description of the decision being made, using precise language required by Belgian corporate law
• Voting Results: Record of votes cast, including any abstentions or objections
• Signature Block: Space for required signatures, typically including the board chair and secretary
• Legal Framework: Reference to relevant articles of association and the Belgian Code of Companies and Associations

Board Resolutions are often confused with Board Minutes, but they serve distinct purposes in Belgian corporate governance. While both documents relate to board meetings, their legal functions and requirements differ significantly.

• Legal Status: Board Resolutions are formal decisions with immediate legal effect, while Board Minutes serve as a detailed record of all meeting discussions and proceedings
• Content Focus: Resolutions contain specific decisions and authorizations, whereas Minutes capture the full context, including debates and non-decision discussions
• Format Requirements: Resolutions must follow strict legal formatting under Belgian law, while Minutes can be more narrative and comprehensive
• External Use: Resolutions are often presented to third parties as proof of authority, but Minutes typically remain internal documents
• Filing Requirements: Certain Board Resolutions must be filed with Belgian authorities, while Minutes generally stay in company records