A Directors Resolution is a crucial corporate governance document used in Nigerian companies to formally record decisions made by the board of directors. It is essential for documenting important company decisions and ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020. This document type is used when the board needs to make formal decisions on matters such as financial commitments, corporate restructuring, appointment of officers, policy changes, or any other significant corporate actions. The resolution must include specific details such as the meeting date, participating directors, and clear articulation of the decisions made. It serves as evidence of proper corporate governance and can be required by third parties, regulators, or courts as proof of valid corporate action. The document must comply with Nigerian legal requirements and may need to be filed with the Corporate Affairs Commission depending on the nature of the resolution.
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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 of the resolution and location/method (if virtual) of the meeting
3. Present Directors: List of directors present at the meeting, including their roles
4. Quorum: Confirmation that the meeting meets quorum requirements as per the company's articles
5. Chairperson: Identity of the person chairing the meeting
6. Notice and Waiver: Confirmation that proper notice was given or waived
7. Resolutions: Clear statement of the decisions made, numbered if multiple resolutions
8. Declaration and Effect: Statement declaring the resolution passed and its effective date
9. Authentication: Signature section for the Chairperson and/or Company Secretary
1. Recitals: Background information explaining the context and reasons for the resolution - used when the resolution requires contextual explanation
2. Conflicts of Interest: Declarations of any conflicts of interest by directors - required when any director has a personal interest in the matter
3. Voting Results: Detailed breakdown of votes - used when there isn't unanimity or when required by company policy
4. Previous Resolutions: Reference to previous relevant resolutions - used when the current resolution relates to or amends previous decisions
5. Regulatory Compliance: Specific mentions of regulatory requirements being met - used when the resolution relates to regulated matters
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Proxy Forms: If any directors participated by proxy
3. Legal Opinions: Any legal opinions relied upon in making the decision
4. Financial Statements: When resolution relates to financial matters
5. Corporate Authorizations: Any required third-party or regulatory approvals referenced in the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Oil and Gas
Real Estate
Telecommunications
Healthcare
Retail
Agriculture
Mining
Construction
Transportation
Education
Professional Services
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Risk Management
Finance
Executive Office
Administrative
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Board Chairman
Vice Chairman
General Counsel
Corporate Secretary
Risk Management Officer
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