Board Resolution Sample Kenya

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YYYY]-[SEQ-NUM]
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: Republic of Kenya (Companies Act, 2015)

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LEGAL COMPLIANCE NOTICE

This document is a template for a Board Resolution under the Laws of Kenya. While drafted to conform to the requirements of the Companies Act, 2015, it does not constitute formal legal advice. Users are strongly advised to consult with a qualified Kenyan Advocate or Company Secretary to ensure the resolution aligns with the specific Company’s Articles of Association and the nature of the transaction.

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CERTIFIED EXTRACT OF THE MINUTES

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME] (the "Company"), held at [Registered Office Address] on [Date] at [Time].

PRESENT:

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

QUORUM: The Chairperson noted that a quorum was present and formally called the meeting to order.

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OPERATIVE RESOLUTIONS

WHEREAS:

1. The Company desires to [Describe Purpose, e.g., enter into a Service Agreement with X / Authorize a loan / Change Bank Signatories].
2. The Board has reviewed the proposed transaction [Amount in USD: $0.00] and determined it to be in the best interest of the Company.

IT IS HEREBY RESOLVED THAT:

1. AUTHORIZATION OF TRANSACTION: The Company is hereby authorized to enter into, execute, and deliver the [Name of Agreement] (the "Agreement") with [Counterparty Name].

2. APPOINTMENT OF AUTHORIZED SIGNATORY: [Name of Authorized Person], holding the title of [Title], is hereby authorized and directed to sign, seal, and deliver the Agreement and any related ancillary documents on behalf of the Company, and to take all necessary actions to give effect to this resolution.

3. RATIFICATION OF ACTS: All acts performed by any Director or authorized officer of the Company in connection with the subject matter of these resolutions prior to the date hereof are hereby ratified, confirmed, and approved in all respects.

4. CORPORATE SEAL: In accordance with the Company’s Articles of Association, the Common Seal of the Company (if required) may be affixed to the Agreement and any other necessary documentation in the presence of the authorized signatories mentioned above.

5. CERTIFICATION: Any Director or the Company Secretary is authorized to provide a certified copy of this resolution to any third party who may require proof of the authority herein granted.

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CERTIFICATION BY DIRECTORS

We, the undersigned, being the Directors of the Company, do hereby certify that the above is a true and correct copy of the resolution passed by the Board of Directors on the date aforementioned and that the said resolution has not been amended, revoked, or rescinded.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Director Name] Title: Director Date: [Date]

Signature: _____________________________________ Printed Name: [Director Name] Title: Director Date: [Date]

ATTESTED BY COMPANY SECRETARY:

Signature: _____________________________________ Printed Name: [Secretary Name/Firm Name] License No: [CPS (K) Number] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Articles of Association: Before executing, ensure your Articles do not mandate a specific majority or "Special Resolution" for the transaction type.
2. Standardize Fillable Fields: Open the document in your word processor. Use Ctrl+F to locate all bracketed fields. Replace with specific legal data. Ensure the [Amount in USD] matches the internal budget approval.
3. Verify Signatory Authority: Confirm the individuals signing the resolution are currently listed as Directors on the Company’s CR12 form (issued by the Business Registration Service, Kenya).
4. Execution:
   • Physical: Print on Company letterhead. Directors must sign in blue ink.
   • Digital: If using Adobe Sign or DocuSign, ensure the digital certificate provides an audit trail confirming the identity of the signers.
5. Corporate Seal: If the transaction relates to property transfer or borrowing, ensure the Company Seal is physically embossed/applied as per the Articles.
6. Record Retention:
   • File the original signed resolution in the Company’s Minute Book.
   • Provide a certified copy to the counterparty or relevant financial institution.
   • If the resolution involves changes to Company structure (e.g., share allotment or name change), file the corresponding CR forms (e.g., CR6, CR10) with the Registrar of Companies via the e-Citizen portal.