Board Resolution Format for Leave and License Agreement

BOARD RESOLUTION: AUTHORIZATION FOR LEAVE AND LICENSE AGREEMENT

Document ID: CORP-RES-LLA-[YYYY]-[SEQ]
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Province], [Country]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate resolution template. The user acknowledges that corporate law and real estate regulations (specifically regarding Leave and License, Tenancy, or Leasehold interests) vary significantly by jurisdiction. This document must be reviewed by local counsel to ensure compliance with the specific Company Articles of Association, Bylaws, and local land/property laws. No attorney-client relationship is created by the provision of this template.

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CERTIFIED EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

HELD ON: [Date] AT [Time]
AT: [Registered Office Address]

PRESENT:

1. [Director Name] – Chairperson
2. [Director Name] – Director
3. [Director Name] – Director

1. RECITALS

WHEREAS, the Company [Company Full Legal Name] (the "Company") requires the use of premises located at [Complete Property Address] (the "Premises") for the purpose of [Purpose, e.g., corporate office/administrative operations];

WHEREAS, the Company proposes to enter into a Leave and License Agreement (the "Agreement") with [Licensor Full Legal Name] (the "Licensor") for a term of [Number] months at a monthly license fee of [Amount in USD];

NOW, THEREFORE, the Board of Directors of the Company resolves as follows:

2. OPERATIVE RESOLUTIONS

RESOLVED THAT the draft Leave and License Agreement, placed before the Board, be and is hereby approved in principle, subject to such minor modifications as may be deemed necessary by the Authorized Signatories to protect the interests of the Company.

RESOLVED FURTHER THAT [Authorized Signatory Name], [Title/Role], be and is hereby authorized to sign, execute, and deliver the said Agreement, along with any other deeds, documents, or undertakings necessary to give effect to the terms of the license, including but not limited to the payment of security deposits, stamp duty, and registration charges.

RESOLVED FURTHER THAT the common seal of the Company (if required by local law) be affixed to the Agreement in the presence of [Authorized Signatory Name], who shall sign the same in token thereof.

3. SCOPE AND KEY TERMS

The Authorized Signatories are empowered to commit the Company to the following core obligations:

• License Fee: [Amount in USD] per month, payable by the [Day] of each calendar month.
• Security Deposit: [Amount in USD], refundable upon termination subject to the terms of the Agreement.
• Term: A period of [Number] months commencing on [Start Date] and expiring on [End Date].
• Termination: Either party may terminate with [Number] days’ prior written notice, subject to any lock-in period defined in the final Agreement.

4. INDEMNIFICATION AND AUTHORITY

The Company shall indemnify and hold harmless the signatories against all claims, costs, and expenses arising out of the execution of this Agreement, provided the signatories act in good faith and within the scope of this resolution.

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CERTIFICATION BY CORPORATE SECRETARY / CHAIRPERSON

I, [Name of Secretary/Chairperson], being the [Title] of [Company Full Legal Name], hereby certify that the above is a true and correct copy of the resolution duly passed by the Board of Directors at the meeting held on [Date], and that the said resolution has been entered into the Minute Book of the Company and remains in full force and effect.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this template in a word processor. Replace all bracketed text [ ] with precise corporate data. Ensure the "Purpose" section clearly defines the business necessity to satisfy the "Corporate Benefit" doctrine.
2. Verify Quorum: Confirm the meeting held to pass this resolution met the quorum requirements as specified in your Company’s Bylaws or Articles of Association.
3. Drafting the Minute Book: Ensure this resolution is transcribed into the official Minute Book of the Company. Every Director present must sign the attendance register.
4. Authorized Signatories: Confirm that the person signing the Agreement is empowered by the Company’s Delegation of Authority (DoA) policy. If the license value exceeds a certain threshold, ensure the Board has specifically approved that dollar amount.
5. Execution (Digital/Physical):
   • Digital: Use a platform like DocuSign or Adobe Sign. Ensure the workflow is set to "Audit Trail Enabled" to capture the IP address and time-stamp of the signatories.
   • Physical: If hard copies are used, ensure "wet ink" signatures are obtained and witnessed if required by the governing jurisdiction.
6. Record Retention: The original executed Board Resolution must be kept in the "Corporate Governance/Statutory Records" folder for a minimum of seven (7) years or as required by local tax/statutory authorities.
7. Registration: If the jurisdiction requires the registration of Leave and License/Lease agreements with a local land registry (e.g., Sub-Registrar’s Office), ensure a certified true copy of this resolution is attached to the registration application.