The Corporate Resolution Document is a crucial legal instrument in Saudi Arabian corporate governance, used to formally document significant company decisions and actions. It is required whenever a company needs to record important decisions made by its board of directors or shareholders, such as changes in management, capital modifications, major transactions, or policy changes. The document must comply with the Saudi Companies Law 2015, relevant CMA regulations for listed companies, and Shariah principles. It serves multiple purposes: providing legal protection, ensuring transparency, meeting regulatory requirements, and creating an official record of corporate actions. The resolution's format and content must adhere to specific legal requirements, including proper authentication and, in some cases, registration with Saudi authorities.
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1. Header and Title: Official company letterhead, document title, and reference number
2. Meeting Details: Date, time, location, and type of meeting (board/shareholder)
3. Attendance and Quorum: List of present members, confirmation of quorum requirements being met
4. Preamble: Background information establishing the authority to hold the meeting and make decisions
5. Recitals: Key background information and context for the resolutions
6. Resolutions: Clear, numbered statements of the decisions made, using formal resolution language
7. Authorization: Specific powers granted to implement the resolutions
8. Certification: Statement certifying the resolution's validity and compliance with company bylaws
9. Signatures: Space for required signatures of authorized persons
1. Voting Results: Used when there's a need to record specific voting numbers or objections
2. Delegation of Powers: Include when specific individuals are being authorized to execute the resolution
3. Conditions Precedent: When the resolution's implementation depends on certain conditions being met
4. Regulatory Compliance Statement: When the resolution requires specific regulatory approval or notification
5. Shariah Compliance Declaration: When the resolution involves matters requiring explicit Shariah compliance
6. Conflict of Interest Disclosures: When directors or shareholders have relevant interests to declare
1. Meeting Notice: Copy of the notice/invitation sent for the meeting
2. Attendance Register: Detailed list of attendees with their capacities and representations
3. Power of Attorney: If any attendees are representing others through power of attorney
4. Supporting Documents: Any relevant documents referenced in the resolutions
5. Board/Shareholder Report: Any reports or presentations made during the meeting
6. Relevant Agreements: Copies of agreements or contracts being approved
7. Corporate Documents: Relevant corporate documents like articles of association or commercial registration
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