A Unanimous Board Resolution is a critical corporate governance document used in Qatar when the board of directors needs to formally document decisions that have received unanimous approval from all board members. This document type is particularly important in the Qatari business environment, where formal documentation of corporate decisions is essential for regulatory compliance and business operations. The resolution must comply with Qatar Commercial Companies Law No. 11 of 2015, any applicable QFC regulations, and the company's Articles of Association. It typically includes details of the decision(s) made, confirmation of unanimous approval, and any specific authorizations granted. Common uses include approving significant transactions, changing bank signatories, appointing officers, or authorizing legal proceedings.
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1. Header and Title: Company name, document type (Unanimous Written Resolution of the Board of Directors), and date
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Attendance and Quorum: List of all board members and confirmation that all directors have participated in the resolution
4. Confirmation of Notice: Statement confirming proper notice was given or waived in accordance with the Articles of Association
5. Declaration of Interests: Statement regarding any directors' interests in the matters being considered
6. Background: Brief context explaining why the resolution is needed
7. Resolutions: Clear, numbered statements of each resolution being passed
8. Confirmation of Authority: Statement confirming the board's authority to pass the resolutions
9. Signature Block: Space for all directors to sign and date the resolution
1. Consideration of Documents: Section listing and describing key documents reviewed by the board, used when specific documents form the basis of decision-making
2. Delegation of Authority: Section authorizing specific individuals to execute documents or take actions, used when implementation requires specific delegations
3. Corporate Seal: Section regarding use of corporate seal, included if required by Articles of Association or for specific formal documents
4. Ratification: Section ratifying previous actions, included when the resolution confirms or validates prior decisions or actions
5. Legal Opinion Reference: Section referring to legal opinions received, included when decisions are based on legal advice
1. Schedule 1 - Referenced Documents: Copies of key documents referenced in the resolution
2. Schedule 2 - Powers of Attorney: If the resolution grants powers of attorney, detailed terms of the authority granted
3. Schedule 3 - Corporate Structure Chart: If the resolution relates to corporate structure changes, diagram showing relevant relationships
4. Appendix A - Specimen Signatures: When new signatories are appointed, specimen signatures for bank or other purposes
5. Appendix B - Supporting Certificates: Any required supporting certificates or documents evidencing authority or compliance
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