The Company Resolution Document is a fundamental corporate governance instrument in Malta's legal framework, essential for documenting company decisions and ensuring compliance with local regulations. It is required whenever a company needs to formally record decisions made by its board of directors or shareholders, ranging from appointing new directors to approving major transactions. The document must adhere to the requirements set forth in the Malta Companies Act (Cap. 386) and related legislation, with specific attention to format, content, and execution requirements. Companies must maintain these resolutions in their corporate records, and certain resolutions must be filed with the Malta Business Registry. The document's format and content vary depending on the nature of the decision being recorded, but all must meet the strict legal requirements for validity under Maltese law.
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1. Title and Company Details: Full legal name of the company, registration number, and registered office address
2. Date and Time: Date and time of the meeting or written resolution
3. Type of Resolution: Specification of whether it's a board resolution, ordinary resolution, or extraordinary resolution
4. Attendance and Quorum: List of directors/shareholders present and confirmation of meeting quorum
5. Notice and Compliance: Confirmation that proper notice was given or waived in accordance with the Articles of Association
6. Background: Context and reasons for the resolution
7. Resolutions: The actual decisions made, numbered and clearly stated
8. Certification: Statement certifying the resolution as true and accurate
9. Signature Block: Space for required signatures (Chairman/Company Secretary)
1. Declarations of Interest: Required when directors need to declare any interests in the matters being decided
2. Voting Results: Needed for contested resolutions or when voting numbers need to be recorded
3. Reservations or Dissent: Used when any director/shareholder wishes to record their opposition or concerns
4. Prior Resolutions: Reference to previous resolutions being amended or superseded
5. Implementation Instructions: Specific directions for carrying out the resolved matters
6. Regulatory Notifications: Required when the resolution triggers regulatory filing requirements
1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolution
2. Schedule B - Notice of Meeting: Copy of the meeting notice (if applicable)
3. Schedule C - Proxy Forms: Copies of proxy forms for represented shareholders
4. Schedule D - Legal Certificates: Any required legal or professional certificates
5. Schedule E - Financial Statements: When resolution relates to financial matters
6. Appendix 1 - Forms for Filing: Required forms for submission to the Malta Business Registry
7. Appendix 2 - Powers of Attorney: If any parties are acting under power of attorney
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Professional Services
Retail
Healthcare
Tourism and Hospitality
Transport and Logistics
Energy
Gaming
Maritime
Construction
Education
Relevant Teams
Legal
Corporate Governance
Board of Directors
Corporate Secretariat
Compliance
Risk Management
Corporate Affairs
Administrative
Executive Leadership
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Director
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Chairman
Managing Director
Chief Financial Officer
Corporate Affairs Manager
Risk Manager
Regulatory Affairs Officer
Company Administrator
Board Member
Shareholder Representative
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