A Corporate Resolution Form is a crucial corporate governance document used in Malta to formally document decisions made by a company's governing body. This document is essential for maintaining proper corporate records and demonstrating compliance with Maltese company law requirements. It's typically required when making significant business decisions such as opening bank accounts, authorizing financial transactions, appointing officers, issuing shares, or entering into major contracts. The form must comply with the Maltese Companies Act (Cap. 386) and may need to be submitted to the Malta Business Registry. It serves as evidence of proper corporate authorization and is often requested by banks, government authorities, and other third parties as proof that company representatives have the authority to act on behalf of the corporation.
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1. Title and Company Information: Formal title of the resolution, company name, registration number, and registered address
2. Meeting Details: Date, time, location of the meeting, and type of meeting (Board/Shareholders)
3. Attendance Record: List of directors/shareholders present, confirmation of quorum, and meeting chair
4. Recitals: Background information explaining why the resolution is necessary and relevant context
5. Declaration of Interest: Disclosure of any directors' interests in the matter being decided
6. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple resolutions
7. Voting Results: Record of how the vote was conducted and its outcome
8. Certification: Official certification by the company secretary or director that the resolution was duly passed
1. Proxy Details: Include when shareholders or directors are represented by proxy
2. Legal Authority Citation: Include when the resolution relies on specific legal provisions or company articles
3. Implementation Instructions: Include when specific actions or timeline for implementation need to be documented
4. Conditions Precedent: Include when the resolution is subject to certain conditions being met
5. Related Resolutions Reference: Include when the resolution is connected to previous or concurrent resolutions
1. Notice of Meeting: Copy of the meeting notice and agenda
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, reports)
3. Proxy Forms: Copies of valid proxy forms if applicable
4. Register of Interests: Detailed register of directors' interests if relevant to the resolution
5. Legal Opinions: Any legal opinions obtained in connection with the resolution
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