Board Resolution Sample Malaysia

RESOLUTION OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YEAR]-[SEQ] Effective Date: [Date of Board Meeting] Version: 1.0 Governing Jurisdiction: Malaysia (Companies Act 2016)

STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal template for a Board Resolution under the Companies Act 2016 of Malaysia. It is provided for informational purposes and does not constitute formal legal advice. Compliance with the Company’s Constitution and the internal governance requirements of the Board is mandatory. Users are advised to verify that the resolution is passed in accordance with the quorum requirements and voting thresholds stipulated in the Company’s Articles of Association. Consulting with a qualified legal practitioner in Malaysia is strongly recommended prior to formal adoption.

1. RECITALS

WHEREAS: A. [Company Full Legal Name] (Company Registration No: [Registration Number]) (“the Company”) is a private company limited by shares incorporated under the laws of Malaysia. B. The Board of Directors (“the Board”) has reviewed the proposal to enter into a commercial arrangement with [Client Full Legal Name] (“the Counterparty”) regarding [Specific Purpose/Project Name]. C. The Board has determined that the transaction is in the best interest of the Company and aligns with its commercial objectives.

2. OPERATIVE RESOLUTIONS

IT IS HEREBY RESOLVED THAT:

2.1 Approval of Transaction: The Company is hereby authorized to enter into, execute, and deliver an agreement with the Counterparty for the provision of [Scope of Services/Goods] for an aggregate consideration of [Amount in USD] (“the Agreement”).

2.2 Execution of Documents: Any one (1) Director of the Company be and is hereby authorized to sign, execute, and affix the common seal of the Company (where necessary) to the Agreement and any such ancillary documents, deeds, or instruments as may be required to give effect to the transactions contemplated herein.

2.3 Delegation of Authority: The Board hereby authorizes [Name of Authorized Signatory/Director], in their capacity as [Title], to negotiate, finalize, and execute all necessary documentation, including any amendments, renewals, or extensions thereto, on behalf of the Company.

2.4 Corporate Records: The Company Secretary is hereby instructed to record this resolution in the Minutes Book of the Company and to take all necessary steps to update the statutory registers as required under the Companies Act 2016.

3. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that: (a) It has full corporate power and authority to enter into the Agreement; (b) This Resolution has been duly passed in accordance with the Company’s Constitution; and (c) The execution of the Agreement does not violate any existing contract, law, or regulation to which the Company is subject.

4. GOVERNING LAW AND DISPUTE RESOLUTION

This Resolution and all actions taken hereunder shall be governed by and construed in accordance with the laws of Malaysia. Any disputes arising from the implementation of this Resolution shall be subject to the exclusive jurisdiction of the courts of Malaysia.

5. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

The undersigned, being the Director(s) of the Company, hereby certify that the above is a true and correct copy of the resolution passed by the Board of Directors on the date first written above.

Signature: _____________________________________ Printed Name: [Director Name 1] Title: Director Date: [Date]

Signature: _____________________________________ Printed Name: [Director Name 2 / Secretary] Title: Director / Company Secretary Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verification of Constitution: Prior to signing, review the Company’s Constitution to ensure the board possesses the power to approve the transaction without requiring a separate Shareholders’ Resolution (Ordinary/Special).
2. Bracketed Fields: Populate all [ ] fields. Ensure the "Amount in USD" reflects the specific ceiling or total contract value approved by the Board.
3. Quorum Compliance: Ensure the meeting at which this resolution was passed reached a quorum as defined in your specific company's Articles of Association.
4. Digital Execution: If utilizing DocuSign or Adobe Sign, ensure the "Audit Trail" (Certificate of Completion) is downloaded and stapled to the executed physical copy for audit purposes.
5. Record Retention:
   • Statutory Record: Under the Companies Act 2016, this document must be filed in the Company's Minutes Book.
   • Company Secretary: Deliver a signed physical or certified true copy to the Company Secretary for inclusion in the Company’s statutory records.
   • Financial Audit: Provide a copy to your external auditors to support the disclosure of material commitments in the annual financial statements.