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Board Resolution For Approval Of Shareholders Agreement

Board Resolution For Approval Of Shareholders Agreement Template for Malaysia

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Key Requirements PROMPT example:

Board Resolution For Approval Of Shareholders Agreement

"I need a Board Resolution for Approval of Shareholders Agreement for my Malaysian technology startup, which is bringing in a new strategic investor who will acquire 25% shareholding and requires board representation, with the resolution needed for our board meeting scheduled for March 15, 2025."

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Document background
A Board Resolution For Approval Of Shareholders Agreement is a crucial corporate document required under Malaysian law when a company's board of directors needs to formally approve a shareholders agreement. This document is typically used when implementing new shareholder arrangements, admitting new shareholders, or modifying existing shareholder relationships. It must comply with the Companies Act 2016 and Malaysian corporate governance requirements, including proper meeting procedures and authorization protocols. The resolution details the board's consideration of the shareholders agreement, records their approval, and authorizes specific individuals to execute the agreement on behalf of the company. It serves as evidence that proper corporate procedures were followed and provides protection for both the company and its officers in implementing the shareholders agreement.
Suggested Sections

1. Title and Date: Formal title of the document stating it is a Board Resolution with the date of the meeting

2. Company Details: Full legal name and registration number of the company

3. Attendance: List of directors present and absent, confirmation of quorum

4. Chairperson: Identity of the person chairing the meeting

5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met

6. Background: Brief context about the proposed shareholders agreement and why it requires board approval

7. Tabling of Documents: Formal presentation of the shareholders agreement and related documents for board consideration

8. Deliberation: Record of the board's consideration of the shareholders agreement

9. Declaration of Interests: Disclosure of any directors' interests in the proposed shareholders agreement

10. Resolution: The formal resolution text approving the shareholders agreement and authorizing its execution

11. Authorization: Specific authorization for designated persons to execute the agreement and related documents

12. Closure: Formal closing of the resolution with signature requirements

Optional Sections

1. Conditions Precedent: Used when the board's approval is subject to certain conditions being met

2. Special Instructions: Include when specific implementation instructions need to be recorded

3. Related Party Transactions: Required when the shareholders agreement involves related party transactions

4. Regulatory Compliance Statement: Include when specific regulatory requirements need to be addressed

5. Dissenting Opinions: Used when any directors wish to record their disagreement with the resolution

6. Implementation Timeline: Include when specific timing requirements need to be documented

Suggested Schedules

1. Draft Shareholders Agreement: The full text of the shareholders agreement being approved

2. Board Paper: Supporting document explaining the rationale and terms of the shareholders agreement

3. Legal Opinion: If obtained, legal advice regarding the shareholders agreement

4. Company Constitution Extract: Relevant sections of the company constitution regarding execution of shareholders agreements

5. Powers of Attorney: If required, documents delegating signing authority

6. Related Agreements: Any other agreements referenced in or connected to the shareholders agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Mining

Education

Transportation

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Company Secretariat

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Board Director

Company Secretary

Corporate Secretary

Legal Counsel

General Counsel

Chief Legal Officer

Compliance Officer

Corporate Governance Officer

Board Chairman

Executive Director

Non-Executive Director

Independent Director

Chief Financial Officer

Industries
Companies Act 2016: The primary legislation governing company law in Malaysia, which provides framework for corporate governance, directors' duties, shareholder rights, and company administration
Malaysian Code on Corporate Governance 2021: Provides principles and best practices for corporate governance, including board composition, responsibilities, and decision-making processes
Capital Markets and Services Act 2007: Relevant for listed companies, governing aspects of shareholder protection and corporate compliance in the capital market
Companies Commission of Malaysia Act 2001: Establishes the regulatory framework for company registration and administration in Malaysia
Bursa Malaysia Listing Requirements: If the company is listed, these requirements govern various aspects of shareholder agreements and board decisions
Malaysian Company Law Principles: Common law principles that supplement statutory provisions, particularly regarding directors' fiduciary duties and shareholder rights
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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