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Board Resolution For Entering Into Agreement Template for Switzerland

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Key Requirements PROMPT example:

Board Resolution For Entering Into Agreement

"I need a Board Resolution For Entering Into Agreement for our Swiss manufacturing company to approve a major equipment purchase agreement worth CHF 5 million, to be executed by March 2025, with specific authorization for our CEO and CFO to sign jointly."

Document background
A Board Resolution For Entering Into Agreement is a crucial corporate governance document used in Switzerland when a company needs formal board approval to enter into significant contracts or agreements. This document is required under Swiss law, particularly the Swiss Code of Obligations, when the proposed agreement falls within the board's decision-making authority or exceeds management's delegated powers. It serves multiple purposes: documenting compliance with corporate governance requirements, providing evidence of proper authorization for external parties, and establishing clear internal accountability. The resolution must include specific elements required by Swiss law, such as meeting details, quorum confirmation, and proper authorization of signatories. It's particularly important for material transactions, related party agreements, or when required by the company's articles of association.
Suggested Sections

1. Header Information: Company name, registration details, date, time, and location of the board meeting

2. Attendance: List of board members present, absent, and other attendees (if any)

3. Chairperson and Secretary: Identification of the meeting's chairperson and appointed secretary

4. Quorum Confirmation: Confirmation that the required quorum is present for valid decision-making

5. Background: Context and reasons for considering the agreement, including business rationale

6. Deliberations: Summary of the board's discussion and consideration of the agreement

7. Resolution: Formal decision to enter into the agreement, including specific terms approved

8. Authorization: Specific authorization for designated persons to execute the agreement

9. Signature Requirements: Details of who is authorized to sign and in what capacity

10. Certification: Formal certification of the resolution by the chairperson and/or secretary

Optional Sections

1. Conflicts of Interest: Declaration of any conflicts of interest and how they were handled, required if any board members have conflicts

2. Financial Impact: Analysis of the financial implications of the agreement, recommended for material transactions

3. Risk Assessment: Overview of identified risks and mitigation measures, recommended for significant agreements

4. Legal Compliance Statement: Confirmation of compliance with relevant laws and regulations, useful for complex transactions

5. Related Party Transaction Details: Required if the agreement involves related parties

6. Regulatory Approvals: List of required regulatory approvals, if applicable to the agreement

Suggested Schedules

1. Draft Agreement: Copy of the agreement being approved

2. Board Meeting Notice: Copy of the notice and agenda sent to board members

3. Power of Attorney: If specific powers of attorney are granted for execution

4. Financial Analysis: Detailed financial implications and projections

5. Legal Opinion: External legal counsel's opinion, if obtained

6. Corporate Authority Certificate: Certificate confirming the authority of the company to enter into the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















Clauses




















Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Insurance

Construction

Agriculture

Transportation

Hospitality

Education

Relevant Teams

Legal

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Executive Management

Board Administration

Regulatory Affairs

Corporate Affairs

Finance

Relevant Roles

Board Member

Chairman of the Board

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Counsel

Managing Director

Compliance Officer

Risk Manager

Corporate Governance Officer

Board Administrator

Legal Director

Executive Director

Chief Operating Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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