Special Board Resolution Template for Pakistan

The Special Board Resolution is a crucial corporate governance document used in Pakistan when companies need to formally document significant board decisions. It is governed by the Companies Act 2017 and related regulations, requiring specific formatting and content to ensure legal validity. This document type is essential for major corporate actions such as capital structure changes, significant business transactions, appointment or removal of senior executives, or other material decisions that exceed ordinary business operations. The resolution must be properly recorded in the company's minutes, and in many cases, filed with the Securities and Exchange Commission of Pakistan (SECP). Special Board Resolutions differ from ordinary resolutions in their significance and often require higher voting thresholds or specific procedural requirements. They serve as legal evidence of the board's decision-making and protect both the company and its stakeholders by ensuring transparent and properly documented corporate governance.

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

2. Meeting Details: Date, time, and venue of the board meeting

3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

4. Chair: Identification of the meeting's chairperson

5. Notice and Waiver: Confirmation that proper notice was given or waived by all directors

6. Background/Recitals: Context and reasons for the special resolution

7. Resolution Text: The formal resolution(s) being passed, clearly numbered if multiple resolutions

8. Voting Results: Record of how the board voted on the resolution

9. Authorization: Empowerment of specific officers to implement the resolution

10. Certification: Declaration of the resolution's passing and secretary/chairman certification