A Board Resolution Ratifying Prior Acts is a crucial corporate governance tool used when a company needs to formally validate actions that were taken without explicit prior board approval or where such approval needs to be formally documented. Under Swiss law, particularly the Swiss Code of Obligations (OR), such resolutions must meet specific legal requirements and documentation standards. The resolution is typically used in situations where actions were taken under presumed authority, during time-sensitive circumstances, or where formal approval was inadvertently overlooked. It includes detailed descriptions of the acts being ratified, confirmation of the board's authority to approve such acts, and formal declaration of ratification. This document is particularly important for maintaining proper corporate governance records and protecting the company and its officers from potential liability issues.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Company Information: Full legal name of the company, registration number, and registered office
3. Meeting Details: Time, location/format of meeting, directors present, quorum confirmation
4. Chairperson and Secretary: Identification of meeting chairperson and secretary
5. Background and Context: Brief explanation of why ratification is needed and relevant timeline
6. Prior Acts Identification: Detailed description of each act requiring ratification
7. Board Considerations: Statement of board's review and evaluation of the acts
8. Confirmation of Authority: Statement confirming original authority to take actions
9. Resolution: Formal resolution language ratifying and confirming prior acts
10. Effect of Ratification: Statement on the legal effect of the ratification
11. Signatures: Space for required signatures of board members
1. Recitals: Additional background information when complex circumstances need explanation
2. Legal Advice: Reference to any legal opinions obtained regarding ratification, if applicable
3. Conditions: Any conditions attached to the ratification, if applicable
4. Further Actions: Authorization for additional steps needed to implement the ratification
5. Indemnification: Provisions for indemnifying officers/directors for ratified actions, if needed
6. Recording: Instructions for recording or filing the resolution, if special requirements exist
1. Schedule A - List of Prior Acts: Detailed chronological list of all acts being ratified
2. Schedule B - Supporting Documentation: Copies of relevant documents, contracts, or agreements related to prior acts
3. Schedule C - Corporate Authority Matrix: Documentation of proper authority levels for various types of corporate actions
4. Appendix 1 - Meeting Attendance Record: Detailed record of all attendees, including any proxies or alternates
5. Appendix 2 - Related Board Minutes: Copies of previous board minutes relevant to the acts being ratified
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