Board Resolution For Ratification Of Agreement Template for New Zealand

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Key Requirements PROMPT example:

Board Resolution For Ratification Of Agreement

"I need a Board Resolution for Ratification of Agreement for my New Zealand technology company to formally approve a major software licensing agreement worth NZD 5 million with a US-based vendor, which was preliminarily signed on January 15, 2025, requiring urgent board approval due to the transaction size."

Document background
The Board Resolution For Ratification of Agreement is a crucial corporate governance document used in New Zealand when a company's board of directors needs to formally approve and validate an agreement that has been entered into or is to be entered into by the company. This document is particularly important for demonstrating compliance with the Companies Act 1993 and maintaining proper corporate governance records. It is typically required when significant contracts, major transactions, or important business arrangements need board approval, either retrospectively or prospectively. The resolution should detail the board's consideration of the agreement, confirm their belief that it is in the company's best interests, and document their decision-making process. This helps protect both the company and its directors by creating a clear record of proper corporate governance procedures being followed.
Suggested Sections

1. Meeting Details: Date, time, location of the board meeting, and directors present/absent

2. Quorum: Confirmation that the required quorum was present for valid decision-making

3. Purpose: Brief statement of the purpose of the resolution - to ratify the specified agreement

4. Background: Context of the agreement requiring ratification, including relevant previous board discussions or decisions

5. Agreement Details: Key details of the agreement being ratified, including parties involved and material terms

6. Board Considerations: Summary of the board's review and consideration of the agreement, including compliance with director duties

7. Resolution: Formal resolution statement ratifying the agreement and authorizing specific actions

8. Authorization: Designation of authorized persons to execute any necessary documents

9. Certification: Formal certification of the resolution by the chairperson or company secretary

Optional Sections

1. Declarations of Interest: Required when any directors have conflicts of interest relating to the agreement

2. Legal Review Confirmation: Include when legal counsel has reviewed the agreement and provided advice

3. Financial Impact Statement: Add for agreements with significant financial implications or major transactions

4. Risk Assessment: Include for high-risk or strategically important agreements

5. Shareholder Approval: Required when the agreement needs shareholder approval under the constitution or Companies Act

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

Suggested Schedules

1. Copy of Agreement: The full agreement being ratified, attached as a reference

2. Board Papers: Relevant board papers and materials considered in making the decision

3. Legal Opinion: Any legal opinions or advice received regarding the agreement

4. Financial Analysis: Financial impact analysis or reports, if applicable

5. Director Attendance Record: Detailed record of directors present, including those participating remotely

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

Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Telecommunications

Mining

Agriculture

Education

Construction

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Executive Management

Board Administration

Corporate Affairs

Relevant Roles

Board Director

Company Secretary

Chief Executive Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Governance Manager

Risk Manager

Board Chairman

Managing Director

Executive Director

Non-Executive Director

General Counsel

Corporate Secretary

Industries
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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