Minutes Of Resolution documents are essential corporate governance tools used in New Zealand business operations, required under the Companies Act 1993. These documents are created whenever formal decisions need to be recorded by a company's board of directors or shareholders, such as major business decisions, changes in company structure, appointment of officers, or approval of financial statements. The Minutes of Resolution must include specific details such as the date, location (if applicable), participants, quorum confirmation, and exact wording of resolutions passed. They serve as legal evidence of corporate decisions and are frequently referenced during audits, legal proceedings, or regulatory compliance checks. In New Zealand, these documents must be maintained as part of the company's records for at least seven years and must be available for inspection by directors, shareholders, and relevant authorities.
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1. Header Information: Company name, registration number, and date of resolution
2. Type of Meeting: Specification of whether it's a Board Meeting, Shareholders Meeting, or Written Resolution
3. Present Parties: List of directors, shareholders, or other authorized persons present
4. Quorum: Confirmation that the required quorum was present for valid decision-making
5. Notice and Time: Confirmation of proper notice given and time of meeting
6. Background: Brief context or background information regarding the matters to be resolved
7. Resolutions: Clear statement of each resolution passed, numbered sequentially
8. Voting Results: Record of how the vote was conducted and its outcome
9. Closure: Time of meeting closure or completion of resolution process
10. Authentication: Signature of Chairperson or authorized person(s) and date of signing
1. Proxies Present: Include when shareholders or directors are represented by proxy
2. Interests Register: Required when directors declare interests in matters being discussed
3. Objections: Include when any parties present register formal objections to resolutions
4. Prior Resolutions: Reference to previous resolutions being amended or superseded
5. Legal Advice: Include when legal advice was received and considered in making the resolution
6. Ratification: When the resolution is ratifying previous actions or decisions
7. Reserved Matters: For noting any matters reserved for future consideration
1. Supporting Documents: Copies of relevant documents referenced in the resolutions
2. Proxy Forms: Copies of proxy forms when applicable
3. Legal Opinions: Copies of legal opinions or professional advice received
4. Financial Statements: When resolutions relate to financial matters
5. Regulatory Approvals: Copies of any regulatory approvals referenced in the resolutions
6. Voting Records: Detailed voting records for complex or contested resolutions
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Education
Mining and Resources
Construction
Agriculture
Non-Profit Organizations
Transportation and Logistics
Energy
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Risk Management
Internal Audit
Executive Office
Corporate Affairs
Administrative Support
Relevant Roles
Company Director
Chief Executive Officer
Company Secretary
Corporate Lawyer
Compliance Officer
Board Chairman
Managing Director
Chief Financial Officer
Corporate Governance Manager
Legal Counsel
Risk Manager
Audit Manager
Board Administrator
Corporate Affairs Manager
Executive Assistant
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