A Special Board Resolution is a crucial corporate governance document used in Malta when companies need to make significant decisions that require enhanced approval thresholds. This document type is mandated by the Maltese Companies Act (Cap. 386) for various important corporate actions such as amendments to the memorandum and articles, major asset disposals, or significant structural changes. The resolution must be properly documented with specific formalities, including accurate recording of the 75% majority vote, proper notice periods, and often requires filing with the Malta Business Registry. It serves as legal evidence of the board's decision-making process and is particularly important for regulatory compliance, corporate governance, and future reference. The document must include specific details about the meeting, attendees, voting results, and certification by authorized officers.
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1. Company Details: Full legal name of the company, registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice given
3. Attendance and Quorum: List of directors present and confirmation that quorum requirements are met
4. Chairperson: Identification of the meeting's chairperson
5. Declaration of Interests: Disclosure of any directors' interests relevant to the matters being considered
6. Background and Purpose: Context and explanation of why the special resolution is required
7. Resolution Text: The formal text of the special resolution(s) being proposed
8. Voting Results: Record of the vote including numbers for, against, and abstentions, confirming 75% threshold met
9. Certification: Formal certification of the resolution's passage by the chairperson and company secretary
10. Implementation Authority: Authorization for specific individuals to implement the resolution's requirements
1. Recitals: Additional background information when complex circumstances need to be documented
2. Legal Advice: Reference to any legal opinions received, when the resolution involves complex legal matters
3. Regulatory Compliance: Specific section addressing regulatory requirements when the resolution involves regulated matters
4. Conditions Precedent: Any conditions that must be met before the resolution becomes effective
5. Timeline for Implementation: Specific timeline for implementing the resolution when timing is critical
6. Delegation of Powers: Specific powers delegated to officers or committees, when required
1. Notice of Meeting: Copy of the notice sent to all directors
2. Attendance Register: Detailed record of all attendees including any observers or advisors
3. Supporting Documents: Key documents referenced in the resolution
4. Legal Opinions: Copies of any legal opinions relied upon
5. Proxy Forms: If any directors voted by proxy
6. Related Board Minutes: Extracts from previous board minutes relevant to the resolution
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