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Board of Directors Resolution Template - DOC

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Board of Directors Resolution Template document sample

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									                                     Board Resolution
                                   - To establish a subsidiary in IHC -


The Board of Directors of [Enter name of parent company] duly formed and registered in
[Enter city and country of origin] under registration No. [Enter number] and having its registered
head office at [Enter full address] has agreed and resolved to the following:


1.   To establish a new free zone company as independent entity with limited liability, through
     International Humanitarian City, under the Jebel Ali Free Zone Authority.


2.   The proposed name of the said company shall be [Enter proposed name for the subsidiary]
     FZ[Write "E" or "CO"] or any other name approved by International Humanitarian City.


3.   To further guarantee to meet all legal, financial, engineering, environment, health, safety and
     security commitments and requirements of the said company that we intend to set up through
     International Humanitarian City under the Jebel Ali Free Zone Authority.


4.   The capital of the said company shall be AED [Enter capital] comprising of
     [Enter number of shares] shares of value of AED [Enter value of each share] each.


5.   The Shareholder(s) of the proposed company are to be as follows:                          -
     - Shareholder no.1:     Mr./Mrs. [Enter full name]
                             [Enter number of shares] shares
     - Shareholder no.2:     Mr./Mrs. [Enter full name]
                             [Enter number of shares] shares


6.   To appoint the following as Directors of the proposed company:
     - Director no.1:        Mr./Mrs. [Enter full name]
     - Director no.2:        Mr./Mrs. [Enter full name]


7.   To appoint the following as Manager of the proposed company:
     Mr./Mrs. [Enter full name]


8.   To appoint the following as Legal Representative of the proposed company:
     Mr./Mrs.. [Enter full name]


9.   To appoint the following as Secretary of the proposed company:
      Mr./Mrs. [Enter full name]


10. To grant power of attorney of the said company in IHC to Mr./Mrs. [Enter full name] and
    Mr./Mrs. [Enter full name]. He / she / they shall have [Write "Singly" or "Jointly"] full powers of
    authority to represent, do and undertake all acts on the company's behalf , that we could do
    personally, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or
    dispose of any real property; the right to execute, accept, undertake and perform all contracts
    in the company's name; the right to open a bank account/s, deposit, endorse, or withdraw
    funds to or from any of the company's bank accounts or safe deposit box; the right to initiate,
    defend commence or settle legal actions on the company's behalf; and the right to retain any
    accountant, attorney, or other advisor deemed necessary to protect the company's interests
    relative to any foregoing unlimited power.




Signed on this [Enter date] day of [Enter year].


By authorised signatory(ies) 1:




Mr./Mrs. [Enter full name]




1
    As per the Memorandum and Articles of Association of [Enter name of parent company].

								
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