Board Resolution Template Malaysia

INSTITUTIONAL CORPORATE GOVERNANCE INSTRUMENT

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

Document ID: GOR-MYS-BR-2023-V1.0
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Malaysia (Companies Act 2016)

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STATUTORY & LEGAL COMPLIANCE NOTICE

This instrument is drafted in accordance with the requirements of the Companies Act 2016 (Act 777) of Malaysia and the Constitution (Articles of Association) of the subject corporation. This template is designed to provide a robust legal framework for corporate authorizations. However, users must ensure that all specific factual scenarios align with internal corporate governance documents, quorum requirements, and statutory filing obligations with the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia - SSM).

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PARTIES & RECITALS

Company Name: [Company Full Legal Name] (Company Registration No. [Company Registration Number])
Registered Office Address: [Principal Address]
Effective Date: [Effective Date]
Authorized Transaction Value: [Amount in USD / MYR]
Recitals:
WHEREAS, the Board of Directors (the "Board") of [Company Full Legal Name] (the "Company") deems it to be in the best commercial and fiduciary interests of the Company to pass the resolutions set forth herein;
WHEREAS, the Directors have reviewed the proposed transactions, operational parameters, and contractual obligations summarized herein;
NOW, THEREFORE, BE IT RESOLVED, that the following operational and legal mandates are formally adopted, approved, and authorized by the Board.

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

1. Scope of Corporate Authorization & Engagement

1.1 The Board hereby unconditionally approves and adopts the commercial undertaking, transaction, or project described as: [Detailed Description of Transaction, Contract, or Corporate Action] (the "Authorized Engagement").
1.2 The Company is authorized to enter into, execute, and deliver any and all definitive agreements, instruments, or ancillary documents required to consummate the Authorized Engagement with [Client / Counterparty Full Legal Name], having its principal place of business at [Counterparty Principal Address] (the "Counterparty").
1.3 The scope of authority granted under this Resolution includes all operational acts necessary to fulfill the Company’s obligations under the Authorized Engagement, subject always to the financial thresholds and operational parameters approved herein.

2. Compensation, Financial Terms & Payment Execution

2.1 In consideration for the Authorized Engagement, the Counterparty shall pay to the Company the total financial sum of [Amount in USD / MYR] (the "Contract Consideration"), payable in accordance with the milestone schedule set forth in the definitive agreement.
2.2 The Company’s designated financial officers are authorized to issue commercial invoices corresponding to the completion of defined project milestones or upon the occurrence of agreed billing cycles. All invoices shall be net payable within thirty (30) calendar days from the date of issuance unless explicitly varied in writing.
2.3 Any overdue payments shall accrue statutory interest calculated at the rate of one percent (1.0%) per month, or the maximum rate permitted by the laws of Malaysia, whichever is lower, calculated on a daily basis from the due date until the date of actual receipt of cleared funds by the Company.

3. Term, Operational Lifecycle & Termination Protocols

3.1 This corporate authorization shall take effect immediately upon the execution of this Resolution by the requisite quorum of the Board and shall remain in full force and effect until the completion of the Authorized Engagement or until formally revoked by a subsequent resolution of the Board.
3.2 Either party may terminate the underlying commercial engagement for convenience by providing not less than sixty (60) calendar days' prior written notice to the counterparty, subject to the settlement of all quantum meruit claims, outstanding invoices, and non-cancellable commitments incurred up to the effective date of termination.
3.3 Either party may terminate the engagement immediately upon written notice if the other party commits a material breach of any core term and fails to remedy such breach within thirty (30) calendar days following receipt of written notice detailing the breach.

4. Intellectual Property Ownership & Work Made for Hire

4.1 All pre-existing intellectual property, proprietary methodologies, trade secrets, software code, and know-how owned by the Company prior to the Effective Date shall remain the absolute and exclusive property of the Company.
4.2 Unless explicitly assigned under a separate, executed intellectual property assignment agreement, all deliverables, custom software, reports, inventions, and work product specifically created by the Company in the course of executing the Authorized Engagement (the "Project IP") shall vest in and remain the exclusive property of the Company upon creation.
4.3 The Counterparty is granted a limited, non-exclusive, non-transferable, revocable license to use the Project IP solely for the internal business purposes contemplated under the Authorized Engagement, strictly conditioned upon the full and timely payment of all Contract Consideration.

5. Mutual Confidentiality & Non-Disclosure Obligations

5.1 Each party ("Receiving Party") agrees to maintain in strict confidence all non-public, commercial, technical, or financial information disclosed by the other party ("Disclosing Party") under or in connection with the Authorized Engagement (collectively, "Confidential Information").
5.2 The Receiving Party shall restrict disclosure of Confidential Information to its directors, officers, employees, and professional legal or financial advisors who have a direct need to know such information for the execution of the engagement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
5.3 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided the Receiving Party gives prompt written notice to the Disclosing Party.

6. Representations, Warranties & Covenants

6.1 The Company represents and warrants that: (a) it is a duly incorporated company validly existing under the laws of Malaysia; (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Resolution and the Authorized Engagement; and (c) the execution and delivery of the associated contracts have been duly authorized by all necessary corporate action.
6.2 The Counterparty represents and warrants that it possesses the legal capacity, financial standing, and corporate authorizations required to enter into the commercial transaction and fulfill all associated payment and performance obligations.
6.3 Except as expressly stated herein, all goods, services, and deliverables are provided on an "as-is" basis, and the Company disclaims all implied warranties, including merchantability and fitness for a particular purpose, to the maximum extent permitted by Malaysian law.

7. Limitation of Liability & Indemnification Framework

7.1 To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of business data, or business interruption, arising out of or in connection with the Authorized Engagement, regardless of the theory of liability.
7.2 The aggregate cumulative liability of the Company arising under or related to the Authorized Engagement, whether in contract, tort (including negligence), statutory duty, or otherwise, shall be strictly limited to the total Contract Consideration actually received by the Company under the specific transaction giving rise to the claim.
7.3 Each party agrees to defend, indemnify, and hold harmless the other party, its directors, officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, or reasonable legal costs arising directly from the indemnifying party's willful misconduct, gross negligence, or material breach of statutory obligations.

8. Dispute Resolution & Arbitration Protocol

8.1 Any dispute, controversy, or claim arising out of, relating to, or in connection with this Resolution, the Authorized Engagement, or the breach, termination, or invalidity thereof, shall first be subjected to good-faith negotiations between the designated senior executive officers of the respective parties.
8.2 If the dispute remains unresolved within thirty (30) calendar days following the commencement of formal negotiations, the dispute shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia, in accordance with the AIAC Arbitration Rules in force at the time of commencement.
8.3 The arbitral tribunal shall consist of a sole arbitrator appointed in accordance with the said rules. The seat and place of arbitration shall be Kuala Lumpur, and the proceedings shall be conducted in the English language. The award rendered by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

9. Governing Law & Territorial Jurisdiction

9.1 This Resolution, the corporate actions authorized herein, and any contractual or non-contractual obligations arising out of or in connection therewith shall be governed by, construed, and enforced in accordance with the substantive laws of Malaysia, without regard to its conflict of laws principles.
9.2 Subject to the arbitration clause set forth in Section 8, the parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia to resolve any legal proceedings ancillary to arbitration or enforcement actions.

10. Miscellaneous Provisions (Severability, Counterparts & Entire Agreement)

10.1 If any provision of this Resolution is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
10.2 This Resolution may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be effected through physical signatures or legally recognized electronic signature platforms (e.g., DocuSign, Adobe Sign) pursuant to the Malaysian Electronic Commerce Act 2006.
10.3 This instrument, together with any referenced definitive transaction documents, constitutes the entire agreement and understanding between the parties regarding the subject matter hereof and supersedes all prior oral or written negotiations, commitments, or understandings.

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EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Counterparty Legal Name]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Download this template into Microsoft Word or Google Docs. Replace all bracketed text (e.g., [Company Full Legal Name], [Amount in USD / MYR], [Effective Date]) with precise factual data. Remove all instructional brackets and helper text prior to final compilation.
2. Director Approval & Quorum Verification: Circulate the finalized resolution to the Board of Directors. Ensure that the quorum requirements stipulated in the company's Constitution (Articles of Association) are strictly satisfied before signing.
3. Execution & Signing: Obtain physical or electronic signatures from authorized signatories. If utilizing electronic signatures, ensure compliance with the Malaysian Electronic Commerce Act 2006 (e.g., via DocuSign, Adobe Sign, or certified digital certificates).
4. Statutory Filing & Record Retention:
   • File any required statutory notifications or resolutions with the Companies Commission of Malaysia (SSM) via the MBRS (Malaysian Business Reporting System) portal if mandated by the nature of the corporate transaction (e.g., charges, specific alteration of corporate structure).
   • Deposit an executed counterpart of this resolution into the official Minute Book of the Company maintained at the registered office address in compliance with Section 343 of the Companies Act 2016. Retain digital and physical archives for a statutory minimum of seven (7) years.