The Board Resolution For Ratification of Agreement is a crucial corporate governance document used in Nigerian business practice when formal board approval is required to validate agreements or actions. This document is essential in situations where agreements need retrospective approval, where prior authorization needs to be formally documented, or where specific corporate actions require explicit board ratification. It must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian corporate laws. The resolution typically documents the board meeting details, presents the agreement context, records the formal decision, and provides necessary authorizations. It serves as a legal record of corporate decision-making and is often required by third parties, regulators, or for audit purposes.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and statement of proper convening
3. Attendance: List of directors present and absent, confirmation of quorum
4. Chairman: Identification of the meeting's chairman
5. Background: Context of the agreement requiring ratification, including its purpose and significance
6. Agreement Details: Specific details of the agreement being ratified, including parties involved and key terms
7. Resolution: Formal statement of the board's resolution to ratify the agreement
8. Authorization: Authority granted to specific officers to execute necessary documents
9. Certification: Statement certifying the resolution as true and accurate
10. Signature Block: Space for Chairman/Company Secretary signatures and company seal
1. Recital of Previous Actions: Include when the agreement relates to previous board decisions or corporate actions
2. Regulatory Compliance Statement: Include when the agreement requires specific regulatory approvals or compliance declarations
3. Dissenting Opinions: Include when any directors vote against or abstain from the resolution
4. Conditions Precedent: Include when ratification is subject to certain conditions being met
5. Related Party Disclosure: Include when the agreement involves related parties requiring specific disclosure
1. Copy of Agreement: Full copy of the agreement being ratified
2. Board Meeting Minutes: Extract of the board meeting minutes relating to the resolution
3. Director Attendance Register: Signed attendance record of the board meeting
4. Supporting Documents: Any relevant documents referenced in the resolution or necessary for context
5. Power of Attorney: If specific powers are being granted to execute documents
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Oil and Gas
Manufacturing
Technology and Telecommunications
Real Estate and Construction
Healthcare
Agriculture
Mining
Retail and Consumer Goods
Professional Services
Education
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Board Secretariat
Executive Management
Corporate Governance
Risk Management
Administrative Support
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Chairman
Director
Chief Financial Officer
Compliance Officer
Corporate Secretary
Managing Director
Executive Director
Non-Executive Director
General Counsel
Legal Manager
Corporate Affairs Manager
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