Board Resolution Template Malta

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-MT-[Year]-[Serial Number] Effective Date: [Date] Version: 1.0 Governing Jurisdiction: Malta

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STATUTORY & LEGAL COMPLIANCE NOTICE

This template is drafted in accordance with the Companies Act (Chapter 386 of the Laws of Malta). It is provided for informational purposes as a baseline instrument. Corporate resolutions must be tailored to the specific Memorandum and Articles of Association (M&A) of the company and the relevant regulatory environment. Parties are strongly advised to consult with a Maltese Advocate or legal professional to ensure compliance with specific internal governance requirements, board quorum rules, and the Maltese Companies Registry filing obligations.

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BOARD RESOLUTIONS

CERTIFIED EXTRACT OF THE MINUTES of a meeting of the Board of Directors of [COMPANY FULL LEGAL NAME] (the "Company"), a company incorporated under the laws of Malta with company registration number [Registration Number] and having its registered office at [Registered Address], held on [Date] at [Time] at [Location/Virtual Meeting].

1. QUORUM AND CHAIR

The Chairperson noted that a quorum was present and that the meeting was duly convened and constituted in accordance with the Company’s Articles of Association.

2. OPERATIVE RESOLUTIONS

The Directors, having reviewed the proposed transaction regarding [Describe Nature of Transaction, e.g., entering into a Service Agreement with Client Name], RESOLVED as follows:

2.1 Approval of Agreement That the Company enters into the agreement with [CLIENT FULL LEGAL NAME] (the "Client") for the provision of [Services Description] (the "Agreement"), the terms of which were presented to the Board.

2.2 Authorization of Signatories That any one of [Name of Director 1] or [Name of Director 2], acting individually or jointly, be and are hereby authorized to sign, execute, and deliver the Agreement and all related documents on behalf of the Company, and to take all necessary actions to give effect to the resolutions herein.

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OPERATIVE TERMS OF ENGAGEMENT (SUMMARY FOR CORPORATE RECORDS)

While the Board Resolution authorizes the execution, the underlying Agreement shall incorporate the following mandatory provisions:

A. Scope of Services: The Company shall perform the services defined in the "Statement of Work" attached to the Agreement, exercising the degree of skill and care expected of a professional service provider.

B. Compensation & Payment: The Client shall pay the Company [Amount in USD]. Invoices are payable within thirty (30) days of receipt. Late payments shall accrue interest at a rate of 2% per month or the maximum permitted by Maltese law, whichever is lower.

C. Term & Termination: This Agreement shall commence on [Effective Date] and continue for [Term Length]. Either party may terminate for convenience upon thirty (30) days' written notice. Termination for material breach shall be subject to a fifteen (15) day cure period following receipt of written notice detailing the breach.

D. Intellectual Property: All work product created specifically for the Client shall be considered "Work Made for Hire." The Company hereby assigns all right, title, and interest in such deliverables to the Client upon full payment of all undisputed fees.

E. Confidentiality: Both parties shall maintain strict confidentiality regarding the other’s proprietary information, trade secrets, and non-public data, using at least the same degree of care as they use for their own confidential information.

F. Liability & Indemnification: To the maximum extent permitted by law, the Company’s total aggregate liability shall not exceed the fees paid under the Agreement. Both parties agree to indemnify each other against third-party claims arising from gross negligence or willful misconduct.

G. Dispute Resolution: Any dispute arising out of this Agreement shall be referred to and finally resolved by arbitration in Malta in accordance with the Malta Arbitration Act (Chapter 387). The language of arbitration shall be English.

H. Governing Law: This resolution and any underlying agreements shall be governed by and construed in accordance with the laws of Malta.

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CERTIFICATION

I, [Name of Company Secretary/Director], being the [Secretary/Director] of [COMPANY FULL LEGAL NAME], do hereby certify that the above is a true and correct copy of the resolutions passed by the Board of Directors at the meeting referred to above, and that such resolutions have not been amended, modified, or revoked and remain in full force and effect.

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EXECUTION & SIGNATURES

FOR [COMPANY FULL LEGAL NAME]:

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

FOR [CLIENT FULL LEGAL NAME]:

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [...] with specific details. Ensure the "Company Registration Number" matches the records at the Malta Business Registry (MBR).
2. Internal Review: Ensure the M&A of the company does not require an Ordinary or Extraordinary General Meeting (OGM/EGM) for the specific dollar amount or nature of the transaction.
3. Execution:
   • Print the final document on company letterhead.
   • Signatures must be wet-ink or, if using e-signatures (e.g., DocuSign), ensure the platform provides a comprehensive Audit Trail/Certificate of Completion.
4. Board Minutes: Insert this resolution into the company’s Minute Book. In Malta, companies are legally required to maintain minutes of board meetings.
5. Filing: If the resolution involves an amendment to the M&A or a change in company officers, file the appropriate form (e.g., Form K) with the Malta Business Registry within the statutory timeframe (typically 14 days).
6. Record Retention: Retain the original signed copy for a minimum of ten (10) years, consistent with standard accounting and corporate record-keeping requirements in Malta.