Board Resolution Pakistan

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YEAR]-[SEQUENCE-NUMBER]
Effective Date: [Date of Meeting]
Version: 1.0
Governing Jurisdiction: Islamic Republic of Pakistan (Companies Act, 2017)

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a template board resolution drafted in accordance with the Companies Act, 2017 of Pakistan. This is not a substitute for formal legal advice. Users are strongly advised to consult with qualified legal counsel in Pakistan to ensure compliance with the company’s specific Articles of Association and the regulatory requirements of the Securities and Exchange Commission of Pakistan (SECP).

I. RECORD OF PROCEEDINGS

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME] (THE "COMPANY") AT THE MEETING HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE ADDRESS].

PRESENT:

1. [Director Name]
2. [Director Name]

CHAIRMAN: [Name of Chairman]

II. OPERATIVE CLAUSES

1. AUTHORIZATION OF ENGAGEMENT The Board hereby resolves that the Company shall enter into a service agreement with [Client/Counterparty Full Legal Name] (the "Counterparty") for the provision of [Brief Description of Services] (the "Engagement"). The total consideration for this Engagement is fixed at [Amount in USD] (the "Contract Value").

2. EXECUTION OF INSTRUMENTS RESOLVED FURTHER THAT [Authorized Signatory Name], [Title/Role], be and is hereby authorized to sign, execute, and deliver, for and on behalf of the Company, the service agreement, ancillary documents, and any further deeds required to give effect to this resolution, and to affix the common seal of the Company thereon if required by the Articles of Association.

3. SCOPE OF SERVICES The Counterparty shall perform the services as defined in the master service agreement, ensuring compliance with the highest professional standards. The Company reserves the right to review and approve all deliverables prior to final acceptance.

4. COMPENSATION & PAYMENT TERMS Payments shall be made in [USD] via wire transfer to the Counterparty’s designated bank account within [30] days of receipt of a valid tax invoice. Any undisputed amounts not paid by the due date shall accrue interest at a rate of [1]% per month or the maximum rate permitted by the laws of Pakistan, whichever is lower.

5. TERM & TERMINATION This engagement shall remain in effect for a period of [Duration], unless terminated earlier. Either party may terminate the agreement for convenience upon [60] days’ prior written notice. In the event of a material breach, the non-breaching party may terminate the agreement provided that the breach remains uncured for a period of [15] days following written notice of such breach.

6. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE All intellectual property created, developed, or reduced to practice by the Counterparty pursuant to this engagement shall be deemed "work made for hire" and shall be the exclusive property of the Company immediately upon creation.

7. CONFIDENTIALITY The parties agree to maintain strict confidentiality regarding all proprietary information disclosed during the term of the engagement. This obligation shall survive the termination of the agreement for a period of [3] years.

8. LIMITATION OF LIABILITY & INDEMNIFICATION Neither party shall be liable for indirect, incidental, or consequential damages. Each party agrees to indemnify and hold the other harmless from and against any third-party claims arising out of a breach of the representations and warranties contained herein.

9. GOVERNING LAW & DISPUTE RESOLUTION This Resolution and any subsequent agreements shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan. Any dispute arising out of this resolution shall be settled through binding arbitration in [City, Pakistan] in accordance with the Arbitration Act, 1940.

III. EXECUTION & SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [CLIENT / COUNTERPARTY]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

IV. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verification of Authority: Before execution, verify that the signatory is authorized under the Company’s Articles of Association. If the company seal is required, ensure the Minutes Book reflects the affixation of the seal.
2. Drafting/Filling: Use a word processor to replace all bracketed fields (e.g., [Company Full Legal Name]). Do not leave any brackets empty.
3. Drafting Minutes: Ensure that the formal Minutes of the Board Meeting are drafted to match this resolution verbatim. The Minutes must be signed by the Chairman of the meeting or the Chairman of the next succeeding meeting.
4. Digital Execution: If using DocuSign or Adobe Sign, ensure the "Audit Trail" feature is enabled. The Audit Trail serves as a digital equivalent to the "Certified True Copy" status when archived.
5. Record Retention:
   • Internal: Place the signed resolution in the Company’s Statutory Minute Book.
   • Regulatory: Under the Companies Act, 2017, certain resolutions must be filed with the SECP via Form 26. Check if this specific resolution falls under the "Special Resolution" category requiring mandatory filing (Form 26).
   • Retention: Retain all physical copies for at least 10 years, or as otherwise mandated by local tax and corporate statutes.