A Corporate Board Resolution is a fundamental corporate governance document used in Malaysian business practice, governed primarily by the Companies Act 2016. It is required whenever a company's board of directors makes significant decisions or grants specific authorizations. The document must clearly identify the company, establish meeting details, state the resolution(s) passed, and include all necessary authorizations. It's essential for various corporate actions, from opening bank accounts to major business transactions. The resolution must comply with Malaysian corporate law requirements, including proper formatting, content specifications, and execution procedures. It serves as legal evidence of board decisions and is often required by third parties (such as banks, government authorities, or business partners) as proof of corporate authorization.
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1. Title and Company Details: Full legal name of the company, company registration number, and registered address
2. Meeting Details: Date, time, venue of the meeting, and type of meeting (e.g., regular board meeting, extraordinary board meeting)
3. Attendance: List of directors present, absent, and in attendance (including chairman identification)
4. Quorum Confirmation: Statement confirming that the required quorum was present as per the company's constitution
5. Notice and Purpose: Confirmation that proper notice was given and the primary purpose of the meeting
6. Recitals: Background information explaining why the resolution is necessary
7. Resolution Text: The actual resolution(s) being passed, clearly numbered and stated
8. Authorization: Specific powers or authorizations being granted and to whom
9. Execution: Signature block for chairman/company secretary to certify the resolution
1. Conflicts of Interest: Required when any director has a conflict of interest in the matter being resolved
2. Voting Results: Needed when there is not unanimous approval, showing the breakdown of votes
3. Specific Terms and Conditions: Required when the resolution involves specific conditions or terms that need to be met
4. Implementation Timeline: Include when the resolution requires actions to be taken within specific timeframes
5. Regulatory Compliance Statement: Required when the resolution relates to matters requiring regulatory approval or notification
1. Meeting Notice: Copy of the notice sent to directors calling the meeting
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements, certificates)
3. Power of Attorney: If the resolution involves granting power of attorney to specific individuals
4. Corporate Information: Recent company extract or certificate of incorporation if required for specific transactions
5. Financial Information: Any relevant financial statements or reports if the resolution involves financial matters
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Manufacturing
Real Estate and Property
Technology and Communications
Retail and Consumer
Energy and Utilities
Healthcare and Pharmaceuticals
Transportation and Logistics
Professional Services
Construction and Infrastructure
Education
Agriculture and Plantations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Risk Management
Finance
Executive Office
Administrative
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Board Chairman
Executive Director
Non-Executive Director
Independent Director
Chief Financial Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Risk Management Officer
Corporate Secretary
Legal Counsel
Board Committee Members
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