A Board Meeting Resolution is a crucial corporate governance document required under Maltese law for documenting formal decisions made by a company's board of directors. This document is essential whenever the board needs to make significant company decisions, approve strategic actions, or fulfill statutory requirements. The resolution must comply with the Malta Companies Act (Cap. 386) and the company's articles of association, containing specific details such as meeting date, attendance, quorum confirmation, and precise wording of resolutions passed. It serves as legal evidence of board decisions and may be required by banks, regulatory authorities, or other third parties as proof of corporate authorization. The document is particularly important for maintaining proper corporate records and demonstrating compliance with Maltese corporate governance requirements.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting
3. Attendance Record: List of directors present, absent, and any other attendees including company secretary
4. Quorum Confirmation: Statement confirming that the required quorum was present as per the company's articles
5. Chairperson: Identification of the meeting's chairperson
6. Notice and Waiver: Confirmation that proper notice was given or waived by all directors
7. Agenda Items: List of matters to be discussed and decided upon
8. Resolutions: Formal recording of all resolutions passed, numbered sequentially
9. Voting Results: Record of how the board voted on each resolution
10. Closure: Time of meeting conclusion and signature block
1. Declaration of Interests: Required when directors need to declare any interests in the matters being discussed
2. Previous Minutes: Reference to previous meeting minutes when there are matters arising or minutes to be approved
3. Ratification of Actions: Include when the board needs to ratify previous actions or decisions
4. Delegation of Authority: Required when the board delegates specific powers or authorities
5. Corporate Representative Appointment: Include when appointing representatives for external matters
6. Regulatory Compliance Statements: Required for regulated companies or when dealing with regulatory matters
1. Schedule A - Supporting Documents: Any relevant documents referenced in the resolutions (e.g., contracts, reports)
2. Schedule B - Voting Record: Detailed breakdown of votes if required for complex decisions
3. Schedule C - Power of Attorney: If any powers of attorney are granted as part of the resolutions
4. Appendix 1 - Written Opinions: Any professional or legal opinions referenced in decision-making
5. Appendix 2 - Financial Statements: When financial matters are being approved or discussed
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