Omnibus Board Resolution Template for New Zealand

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Key Requirements PROMPT example:

Omnibus Board Resolution

"I need an Omnibus Board Resolution for our New Zealand technology company to approve the establishment of three new overseas subsidiaries, appointment of new directors, and updated banking authorities, all to be effective from March 15, 2025."

Document background
The Omnibus Board Resolution is a crucial corporate governance tool in New Zealand's legal framework, designed to efficiently document multiple board decisions in a single, comprehensive resolution. It is commonly used when a company needs to approve several related or unrelated corporate actions simultaneously, such as during corporate restructuring, annual governance updates, or major business transitions. The document must comply with the Companies Act 1993 and other relevant New Zealand legislation, ensuring proper authorization and documentation of board decisions. It typically includes elements such as company details, director attendance, declarations of interests, detailed resolutions, and implementation authorities. This type of resolution is particularly valuable for maintaining clear corporate records and streamlining the approval process for multiple actions, while ensuring legal compliance and proper governance documentation.
Suggested Sections

1. Company Details: Full legal name of the company, company number, and registered office address

2. Meeting Details: Date, time, location/method of meeting, and confirmation of proper notice or waiver of notice

3. Attendance and Quorum: List of directors present, confirmation of quorum, and any other attendees

4. Declaration of Interests: Directors' declarations of interests in matters being considered

5. Background: Context and explanation of why the resolutions are being considered

6. Confirmation of Solvency: Directors' confirmation of company's solvency test compliance where required

7. Resolutions: Numbered list of all resolutions being passed, clearly stating each action being approved

8. Authority to Execute: Authorization for specific individuals to execute documents and take actions to implement the resolutions

9. Certification: Certification by chairperson or company secretary that resolutions were duly passed

Optional Sections

1. Previous Minutes: Confirmation of previous meeting minutes - include if this is a regular board meeting

2. Committee Reports: Reports from board committees - include if committees are providing input for the resolutions

3. Professional Advice: Summary of any legal, financial, or other professional advice received - include if external advice was obtained

4. Regulatory Compliance: Specific regulatory compliance confirmations - include if resolutions involve regulated matters

5. Future Actions: List of required future actions - include if resolutions require subsequent steps

6. Voting Results: Detailed voting results - include if there was not unanimous approval

Suggested Schedules

1. Schedule 1 - Supporting Documents: List and copies of key documents referenced in the resolutions

2. Schedule 2 - Form of Agreements: Forms of any agreements or documents being approved

3. Schedule 3 - Financial Information: Relevant financial information supporting the resolutions

4. Schedule 4 - Professional Advisory Reports: Copies of any professional advice or reports relied upon

5. Appendix A - Notice of Meeting: Copy of meeting notice or written waiver of notice

6. Appendix B - Powers of Attorney: Any powers of attorney or delegated authorities being granted

7. Appendix C - Compliance Certificates: Any required compliance or solvency certificates

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

Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Mining

Agriculture

Transportation

Education

Telecommunications

Construction

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Executive Office

Board Administration

Corporate Affairs

Regulatory Affairs

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Board Director

Chairman of the Board

Chief Financial Officer

Chief Operating Officer

Corporate Governance Officer

Compliance Officer

Legal Counsel

Risk Manager

Board Administrator

Executive Assistant to Board

Corporate Affairs Manager

General Counsel

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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