Board Resolution Template Nz

BOARD RESOLUTION TEMPLATE (NEW ZEALAND)

DOCUMENT ID: BR-NZ-[YYYY]-[SEQ] EFFECTIVE DATE: [Date] VERSION: 1.0 GOVERNING JURISDICTION: New Zealand

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a template prepared in accordance with the New Zealand Companies Act 1993. It is intended for general informational purposes and does not constitute formal legal advice. Compliance with the Companies Act 1993, the company’s specific Constitution, and any applicable Shareholder Agreement is mandatory. Users are advised to consult with qualified legal counsel in New Zealand to ensure the resolution is validly passed, minuted, and entered into the company’s minute book.

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

HELD AT: [Physical Address or Virtual Platform] DATE: [Date] TIME: [Time]

PRESENT:

• [Director Name] (Chairperson)
• [Director Name]
• [Director Name]

QUORUM: The Chairperson noted that a quorum of directors was present in accordance with the Constitution of the Company and declared the meeting open.

OPERATIVE RESOLUTIONS

1. AUTHORITY AND CAPACITY

The Board of Directors (the "Board") of [Company Full Legal Name] (the "Company") hereby confirms that it has the requisite authority and corporate power to enter into the transaction described herein, and that all necessary internal corporate approvals have been obtained.

2. APPROVAL OF [SPECIFIC ACTION/CONTRACT/TRANSACTION]

WHEREAS: The Company intends to enter into an agreement with [Counterparty Name] (the "Counterparty") regarding [Brief description of the transaction/purpose]; IT IS RESOLVED THAT: (a) The Company shall enter into the [Name of Agreement] (the "Agreement") with the Counterparty, a copy of which has been tabled at the meeting; (b) The terms and conditions of the Agreement, including the consideration of [Amount in NZD/USD], are approved in the best interests of the Company; (c) Any Director or authorized signatory of the Company is hereby authorized to execute the Agreement, and any related documentation, on behalf of the Company, and to affix the Company seal if required.

3. COMPLIANCE WITH THE COMPANIES ACT 1993

The Board confirms that, having made reasonable inquiry, the transaction is for the benefit of the Company, and the Company will satisfy the "solvency test" (as defined in section 4 of the Companies Act 1993) immediately after the entry into the Agreement.

4. RECORDING AND FILING

The Secretary of the Company is directed to enter this resolution into the Minute Book of the Company and to take all necessary steps to give effect to these resolutions.

EXECUTION & FORMAL SIGNATURE BLOCKS

CERTIFIED AS A TRUE AND CORRECT RECORD BY:

FOR [COMPANY FULL LEGAL NAME]:

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

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

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Constitution: Before execution, verify your Company Constitution to confirm the number of directors required for a quorum and whether any specific notice period for board meetings is mandatory.
2. Bracketed Field Completion:
   • Replace [Company Full Legal Name] with the exact name registered on the NZ Companies Office portal.
   • Ensure the [Amount] is stated in the currency defined in the underlying contract.
3. Drafting the Minutes: This resolution should be attached to or transcribed into the official Company Minute Book. Under the Companies Act 1993, these records must be kept at the Company’s registered office.
4. Signatory Verification: Ensure the persons signing are listed as current Directors on the NZ Companies Office registry. If a delegate is signing, ensure a formal "Power of Attorney" or "Delegation of Authority" board resolution is already on file.
5. Digital Execution: If using DocuSign or Adobe Sign, ensure the workflow is set to "Order of Signing" to maintain a clear audit trail. Ensure the final PDF includes the electronic certificate of completion.
6. Retention: Maintain a physical or digital copy of the signed resolution for a minimum of seven (7) years to satisfy Inland Revenue Department (IRD) and Companies Office audit requirements.