Board Resolution Template Mauritius

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YEAR]-[UNIQUE_ID] Effective Date: [Date of Meeting] Version: 1.0 Governing Jurisdiction: Republic of Mauritius Regulatory Compliance: Companies Act 2001 (Mauritius)

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a template board resolution designed for a private company limited by shares incorporated under the laws of Mauritius. It assumes compliance with the Companies Act 2001. This template does not constitute legal advice. Given the nuances of corporate governance under the Mauritius Financial Services Commission (FSC) or Registrar of Companies, it is strongly advised that this document be reviewed by Mauritius-qualified counsel to ensure compatibility with the Company’s Constitution and specific shareholder agreements.

1. RECITALS

WHEREAS: (A) [Company Full Legal Name] (the "Company"), having its registered office at [Registered Address, Mauritius], is duly incorporated under the laws of Mauritius. (B) The Board of Directors (the "Board") has reviewed the proposal to enter into a commercial arrangement with [Counterparty Full Legal Name] (the "Counterparty"), located at [Counterparty Principal Address], for the purpose of [Brief Description of Transaction]. (C) The Board has determined that the transaction is in the best interest of the Company and aligns with its corporate objectives.

2. OPERATIVE RESOLUTIONS

IT IS HEREBY RESOLVED THAT:

1. Approval of Transaction: The Company is hereby authorized to enter into the agreement with the Counterparty (the "Agreement") in the amount of [Amount in USD]. A copy of the draft Agreement is tabled before the meeting and initialed by the Chairperson for identification.

2. Execution of Documents: [Name of Director/Authorized Signatory], in their capacity as [Title], be and is hereby authorized to sign, execute, and deliver the Agreement, and any ancillary documents, certificates, or deeds, for and on behalf of the Company, with such modifications as the signatory deems appropriate.

3. Common Seal: If required by the Constitution of the Company, the Common Seal of the Company may be affixed to the Agreement and any other necessary instruments in the presence of the authorized signatory.

4. Performance of Obligations: The Company is authorized to perform all acts, matters, and things necessary or expedient to give effect to the Agreement, including the opening of bank accounts (if applicable) and the transfer of funds as stipulated in the payment terms.

5. Filings and Records: The Company Secretary is directed to update the Minute Book and to file any necessary notices with the Registrar of Companies in Mauritius as required under the Companies Act 2001.

3. MISCELLANEOUS

Severability: If any part of this resolution is held to be invalid, illegal, or unenforceable, the validity of the remaining provisions shall not be affected. Governing Law: This resolution shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

4. EXECUTION & SIGNATURES

Certified as a true extract from the Minutes of the Meeting of the Board of Directors of [Company Full Legal Name] held on [Date].

FOR [COMPANY FULL LEGAL NAME]:

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

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

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization:
   • Open this document in your preferred word processor.
   • Replace all [bracketed text] with specific entity details. Ensure the "Registered Address" matches the address filed with the Mauritius Registrar of Companies.
2. Quorum Verification:
   • Before signing, verify against the Company’s Constitution that a quorum of directors is present. Ensure the meeting was convened with proper notice (or that a waiver of notice was signed by all directors).
3. Execution:
   • Print two originals (or prepare for digital signing via DocuSign/Adobe Sign).
   • Ensure signatories listed match the names registered with the Registrar of Companies (ROC) via the Register of Directors.
4. Digital Signature Protocol:
   • If utilizing DocuSign, ensure the "Certificate of Completion" is attached to the final PDF to provide an audit trail of the IP address and time-stamp of the signature.
5. Record Retention:
   • Minute Book: This document must be inserted into the Company’s Minute Book (physical or digital) within 30 days of the meeting.
   • Filings: If the resolution involves a change in the Company’s capital, constitution, or major business activity, file the relevant form (e.g., Form 5 or Form 7) with the Mauritius Registrar of Companies via the C-Corps portal.
6. Certification:
   • If a third party (e.g., a bank) requires this resolution, the Company Secretary should sign an "Extract of Resolution" confirming the resolution was passed and remains in full force.