Document background
A Board Resolution Ratifying Prior Acts is a crucial corporate governance tool used when a company needs to formally validate actions that were taken without explicit prior board approval or where such approval needs to be formally documented. Under Swiss law, particularly the Swiss Code of Obligations (OR), such resolutions must meet specific legal requirements and documentation standards. The resolution is typically used in situations where actions were taken under presumed authority, during time-sensitive circumstances, or where formal approval was inadvertently overlooked. It includes detailed descriptions of the acts being ratified, confirmation of the board's authority to approve such acts, and formal declaration of ratification. This document is particularly important for maintaining proper corporate governance records and protecting the company and its officers from potential liability issues.
