Board Resolution Template
When to use this
Use this skill when the user needs a reusable, blank-form board resolution template that can be adapted for any corporate action. This complements [[prompt-pack-board-resolution]] (which drafts a substantive resolution for a specific action). Use this skill when:
- Setting up a template for a law firm's or company's corporate secretarial library
- Creating a standard internal template for recurring corporate actions (e.g., monthly account authorizations, regular contract signings)
- Onboarding a client who needs a starting-point template to use repeatedly
- The user wants a clean structural form, not a completed resolution
Prompt template
Draft a board resolution for [approval of transaction/appointment/policy change]. Include recitals, resolved clauses, authorization details, and signature blocks per [jurisdiction] corporate law requirements.
Use [[conversation-clarifying-questions]] to elicit [bracketed] inputs — particularly the jurisdiction and the recurring action type.
Required inputs
| Input |
Why it matters |
| Jurisdiction |
Determines signature block format, quorum requirements, language requirements, notarization notes |
| Company type |
LLC, PJSC, SAL, SARL, LTD — affects the form of resolution |
| Action category |
Contracts, appointments, financial, governance — sets which resolved clause blocks to include |
| Signatory approach |
One director / two directors / all directors (depends on articles and action type) |
Master template
The following is the full master template. Customize per the action and jurisdiction. Replace all [BRACKETED] fields before use.
[COMPANY FULL LEGAL NAME]
[Company type — e.g., Limited Liability Company / Société Anonyme Libanaise / Private Joint Stock Company]
[Jurisdiction of Incorporation]
[Commercial Registration / Trade License Number: XXXXXXX]
─────────────────────────────────────────────────────────
RESOLUTIONS OF THE BOARD OF DIRECTORS
─────────────────────────────────────────────────────────
[OPTION A — MEETING RESOLUTION]
Resolutions adopted at a duly convened meeting of the Board of Directors of the Company
held on [DATE] at [TIME] at [MEETING LOCATION / via video conference]
[OPTION B — WRITTEN RESOLUTION IN LIEU OF MEETING]
Resolutions adopted by written resolution of the Board of Directors of the Company
in lieu of a meeting, effective as of [DATE], pursuant to [Article X of the Articles of
Association / Section X of the Companies Law]
─────────────────────────────────────────────────────────
DIRECTORS PRESENT / SIGNING
─────────────────────────────────────────────────────────
[For meeting:] Present at the meeting:
1. [Full Name] — [Chairman / Director / Managing Director]
2. [Full Name] — [Director / Independent Director]
3. [Full Name] — [Director]
[Confirm quorum]: [X] directors were present, constituting a quorum pursuant to
Article [X] of the Articles of Association. [The meeting was duly convened with
[X] days' notice to all directors.]
[For written resolution:] The undersigned, being all [a majority / the required
number of] directors of the Company, hereby pass the following resolutions by way of
written resolution in lieu of a meeting.
─────────────────────────────────────────────────────────
RECITALS
─────────────────────────────────────────────────────────
WHEREAS:
(A) The Company was incorporated in [jurisdiction] on [date] and is registered under
commercial registration / trade license number [X].
(B) The Articles of Association of the Company empower the Board of Directors to
[DESCRIBE THE BOARD POWER BEING EXERCISED — e.g., "approve the entering into of
agreements on behalf of the Company"; "appoint officers and authorized signatories";
"declare interim dividends"].
(C) [FACTUAL CONTEXT — describe what is being approved in plain terms, e.g.:
"The Company has been presented with a [type] agreement with [counterparty] and
has reviewed the terms thereof."]
(D) The Board has considered the matter and is satisfied that the proposed action is
in the best interests of the Company and its shareholders.
─────────────────────────────────────────────────────────
RESOLUTIONS
─────────────────────────────────────────────────────────
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED THAT
[PRIMARY RESOLUTION — state the action being approved with precision]
[e.g., "the Company enter into and execute the [agreement name] dated on or about
[date] with [counterparty], a copy of which is attached hereto as Exhibit A"]
[e.g., "the Company appoint [Full Name], [ID/Passport No.], as [Title] with effect
from [date], with the authority described in the attached schedule"]
[e.g., "the Company declare an interim dividend of [currency] [X] per [ordinary/class]
share for the period ended [date], payable on [payment date] to shareholders of record
as of [record date]"]
FURTHER RESOLVED THAT
[AUTHORIZATION CLAUSE — who is authorized to implement the resolution]
[Full Name], [Title], is hereby authorized, for and on behalf of the Company, to:
(a) execute and deliver [the Agreement / appointment documents / all relevant documents];
(b) do all acts and things, and execute all documents, as may be necessary or
desirable to give full effect to the foregoing resolution; and
(c) [any other specific authority — e.g., "make all filings with the relevant
regulatory authorities"].
[ADDITIONAL RESOLVED CLAUSES AS NEEDED]
FURTHER RESOLVED THAT
A certified copy of these resolutions may be provided to [counterparty / bank /
regulatory authority] as evidence of the foregoing authority.
─────────────────────────────────────────────────────────
CERTIFICATION / SIGNATURES
─────────────────────────────────────────────────────────
[OPTION A — MEETING RESOLUTION — signed by Chairman]
Certified as a true extract of the minutes of the meeting held on [DATE].
_________________________________ Date: ______________
[CHAIRMAN NAME], Chairman of the Meeting
[OPTION B — WRITTEN RESOLUTION — signed by all participating directors]
We, the undersigned directors of [COMPANY NAME], hereby adopt the foregoing
resolutions by written resolution effective as of [DATE].
_________________________________ Date: ______________
[DIRECTOR 1 NAME], Director
_________________________________ Date: ______________
[DIRECTOR 2 NAME], Director
_________________________________ Date: ______________
[DIRECTOR 3 NAME], Director
─────────────────────────────────────────────────────────
[NOTARIZATION BLOCK — add where required by jurisdiction or counterparty]
Sworn before me, the Notary Public, on [date]:
_________________________________
[Notary Public Name and stamp]
─────────────────────────────────────────────────────────
EXHIBIT A: [Attach the approved document or relevant schedule]
How to adapt the template
Action-specific customization
| Action |
Key resolved clause content |
Special notes |
| Contract signing |
Approval of specific agreement; authority to execute |
Attach the agreement as an exhibit |
| Officer appointment |
Name, ID, title, scope of authority |
Specify limits on authority; register with relevant authority |
| Dividend |
Amount per share, record date, payment date |
Confirm distributable profits in recital |
| Share issuance |
Number, class, price, allottee |
Confirm pre-emption rights waived or not applicable |
| Bank account |
Bank name, branch, signatories, signing limits |
Banks often require their own form — attach this resolution to the bank's form |
| Budget/capex approval |
Description of budget/project, amount, approving officer |
Set threshold above which further board approval is required |
| Related-party transaction |
Full description of transaction and party relationship |
Additional approval process per corporate governance code |
Jurisdiction-specific notes
UAE (onshore — Ministry of Economy or free zone)
- Resolutions submitted to government authorities must be in Arabic or with a certified Arabic translation
- Notarization: required for real estate transactions, court submissions, and some government filings; UAE Notary Public or DIFC/ADGM Notary
- DIFC and ADGM: resolutions in English are accepted; DIFC Companies Registrar filings use English forms
- LLCs: resolutions are often called "manager's resolutions" not board resolutions (in single-manager LLCs)
KSA
- All resolutions must be in Arabic
- Ministry of Justice notarization required for many submissions
- Closed joint-stock companies: board quorum and majority requirements in the Companies Law (Royal Decree M/3/2022 new Companies Law)
Lebanon
- Resolutions in French or Arabic (both official); Arabic required for government submissions
- Official company stamp (cachet) often expected by Lebanese authorities and banks
- SAL board: quorum and majority per the Commercial Code (Code de commerce du Liban)
Egypt
- Arabic required; Ministry of Justice notarization for real estate and government submissions
- Companies Law 159/1981: joint stock company board procedures
Common mistakes
- Recitals not aligned with the company's actual articles — check the articles before using any standard form
- Authorization clause too broad ("do everything necessary") — specify what the authorized person can actually do
- No exhibit attached when the resolution refers to one
- Template used without updating the company type, jurisdiction, and officer names
- Written resolution used in a jurisdiction where the articles do not permit it — check the articles first
Related skills
- [[prompt-pack-board-resolution]] — a fully drafted substantive resolution for a specific action
- [[prompt-pack-board-committee-charter]] — committee charter adopted by board resolution
- [[kb-corporate-governance-mena]] — MENA companies law reference
- [[heuristic-always-state-jurisdiction-first]] — jurisdiction determines form requirements
1---2name: prompt-pack-board-resolution-template3description: Use when generating a reusable board resolution template for any approval, appointment, or policy change, with fill-in fields for company name, action, authorized signatories, and jurisdiction-specific signature blocks. Corporate governance practice area; this is the blank-template companion to the substantive board-resolution skill — useful when the user needs a clean structural template to adapt for a recurring use case.4license: MIT5---67# Board Resolution Template89## When to use this1011Use this skill when the user needs a **reusable, blank-form board resolution template** that can be adapted for any corporate action. This complements [[prompt-pack-board-resolution]] (which drafts a substantive resolution for a specific action). Use this skill when:12- Setting up a template for a law firm's or company's corporate secretarial library13- Creating a standard internal template for recurring corporate actions (e.g., monthly account authorizations, regular contract signings)14- Onboarding a client who needs a starting-point template to use repeatedly15- The user wants a clean structural form, not a completed resolution1617---1819## Prompt template2021> Draft a board resolution for [approval of transaction/appointment/policy change]. Include recitals, resolved clauses, authorization details, and signature blocks per [jurisdiction] corporate law requirements.2223Use [[conversation-clarifying-questions]] to elicit `[bracketed]` inputs — particularly the jurisdiction and the recurring action type.2425---2627## Required inputs2829| Input | Why it matters |30|-------|---------------|31| Jurisdiction | Determines signature block format, quorum requirements, language requirements, notarization notes |32| Company type | LLC, PJSC, SAL, SARL, LTD — affects the form of resolution |33| Action category | Contracts, appointments, financial, governance — sets which resolved clause blocks to include |34| Signatory approach | One director / two directors / all directors (depends on articles and action type) |3536---3738## Master template3940The following is the full master template. Customize per the action and jurisdiction. Replace all `[BRACKETED]` fields before use.4142---4344```45[COMPANY FULL LEGAL NAME]46[Company type — e.g., Limited Liability Company / Société Anonyme Libanaise / Private Joint Stock Company]47[Jurisdiction of Incorporation]48[Commercial Registration / Trade License Number: XXXXXXX]4950─────────────────────────────────────────────────────────51RESOLUTIONS OF THE BOARD OF DIRECTORS52─────────────────────────────────────────────────────────5354[OPTION A — MEETING RESOLUTION]55Resolutions adopted at a duly convened meeting of the Board of Directors of the Company56held on [DATE] at [TIME] at [MEETING LOCATION / via video conference]5758[OPTION B — WRITTEN RESOLUTION IN LIEU OF MEETING]59Resolutions adopted by written resolution of the Board of Directors of the Company60in lieu of a meeting, effective as of [DATE], pursuant to [Article X of the Articles of61Association / Section X of the Companies Law]6263─────────────────────────────────────────────────────────64DIRECTORS PRESENT / SIGNING65─────────────────────────────────────────────────────────6667[For meeting:] Present at the meeting:68 1. [Full Name] — [Chairman / Director / Managing Director]69 2. [Full Name] — [Director / Independent Director]70 3. [Full Name] — [Director]7172[Confirm quorum]: [X] directors were present, constituting a quorum pursuant to73Article [X] of the Articles of Association. [The meeting was duly convened with74[X] days' notice to all directors.]7576[For written resolution:] The undersigned, being all [a majority / the required77number of] directors of the Company, hereby pass the following resolutions by way of78written resolution in lieu of a meeting.7980─────────────────────────────────────────────────────────81RECITALS82─────────────────────────────────────────────────────────8384WHEREAS:8586(A) The Company was incorporated in [jurisdiction] on [date] and is registered under87 commercial registration / trade license number [X].8889(B) The Articles of Association of the Company empower the Board of Directors to90 [DESCRIBE THE BOARD POWER BEING EXERCISED — e.g., "approve the entering into of91 agreements on behalf of the Company"; "appoint officers and authorized signatories";92 "declare interim dividends"].9394(C) [FACTUAL CONTEXT — describe what is being approved in plain terms, e.g.:95 "The Company has been presented with a [type] agreement with [counterparty] and96 has reviewed the terms thereof."]9798(D) The Board has considered the matter and is satisfied that the proposed action is99 in the best interests of the Company and its shareholders.100101─────────────────────────────────────────────────────────102RESOLUTIONS103─────────────────────────────────────────────────────────104105NOW, THEREFORE, BE IT RESOLVED as follows:106107RESOLVED THAT108[PRIMARY RESOLUTION — state the action being approved with precision]109[e.g., "the Company enter into and execute the [agreement name] dated on or about110[date] with [counterparty], a copy of which is attached hereto as Exhibit A"]111[e.g., "the Company appoint [Full Name], [ID/Passport No.], as [Title] with effect112from [date], with the authority described in the attached schedule"]113[e.g., "the Company declare an interim dividend of [currency] [X] per [ordinary/class]114share for the period ended [date], payable on [payment date] to shareholders of record115as of [record date]"]116117FURTHER RESOLVED THAT118[AUTHORIZATION CLAUSE — who is authorized to implement the resolution]119[Full Name], [Title], is hereby authorized, for and on behalf of the Company, to:120(a) execute and deliver [the Agreement / appointment documents / all relevant documents];121(b) do all acts and things, and execute all documents, as may be necessary or122 desirable to give full effect to the foregoing resolution; and123(c) [any other specific authority — e.g., "make all filings with the relevant124 regulatory authorities"].125126[ADDITIONAL RESOLVED CLAUSES AS NEEDED]127128FURTHER RESOLVED THAT129A certified copy of these resolutions may be provided to [counterparty / bank /130regulatory authority] as evidence of the foregoing authority.131132─────────────────────────────────────────────────────────133CERTIFICATION / SIGNATURES134─────────────────────────────────────────────────────────135136[OPTION A — MEETING RESOLUTION — signed by Chairman]137138Certified as a true extract of the minutes of the meeting held on [DATE].139140_________________________________ Date: ______________141[CHAIRMAN NAME], Chairman of the Meeting142143[OPTION B — WRITTEN RESOLUTION — signed by all participating directors]144145We, the undersigned directors of [COMPANY NAME], hereby adopt the foregoing146resolutions by written resolution effective as of [DATE].147148_________________________________ Date: ______________149[DIRECTOR 1 NAME], Director150151_________________________________ Date: ______________152[DIRECTOR 2 NAME], Director153154_________________________________ Date: ______________155[DIRECTOR 3 NAME], Director156157─────────────────────────────────────────────────────────158[NOTARIZATION BLOCK — add where required by jurisdiction or counterparty]159160Sworn before me, the Notary Public, on [date]:161_________________________________162[Notary Public Name and stamp]163─────────────────────────────────────────────────────────164165EXHIBIT A: [Attach the approved document or relevant schedule]166```167168---169170## How to adapt the template171172### Action-specific customization173| Action | Key resolved clause content | Special notes |174|--------|----------------------------|--------------|175| Contract signing | Approval of specific agreement; authority to execute | Attach the agreement as an exhibit |176| Officer appointment | Name, ID, title, scope of authority | Specify limits on authority; register with relevant authority |177| Dividend | Amount per share, record date, payment date | Confirm distributable profits in recital |178| Share issuance | Number, class, price, allottee | Confirm pre-emption rights waived or not applicable |179| Bank account | Bank name, branch, signatories, signing limits | Banks often require their own form — attach this resolution to the bank's form |180| Budget/capex approval | Description of budget/project, amount, approving officer | Set threshold above which further board approval is required |181| Related-party transaction | Full description of transaction and party relationship | Additional approval process per corporate governance code |182183### Jurisdiction-specific notes184185**UAE (onshore — Ministry of Economy or free zone)**186- Resolutions submitted to government authorities must be in Arabic or with a certified Arabic translation187- Notarization: required for real estate transactions, court submissions, and some government filings; UAE Notary Public or DIFC/ADGM Notary188- DIFC and ADGM: resolutions in English are accepted; DIFC Companies Registrar filings use English forms189- LLCs: resolutions are often called "manager's resolutions" not board resolutions (in single-manager LLCs)190191**KSA**192- All resolutions must be in Arabic193- Ministry of Justice notarization required for many submissions194- Closed joint-stock companies: board quorum and majority requirements in the Companies Law (Royal Decree M/3/2022 new Companies Law)195196**Lebanon**197- Resolutions in French or Arabic (both official); Arabic required for government submissions198- Official company stamp (cachet) often expected by Lebanese authorities and banks199- SAL board: quorum and majority per the Commercial Code (Code de commerce du Liban)200201**Egypt**202- Arabic required; Ministry of Justice notarization for real estate and government submissions203- Companies Law 159/1981: joint stock company board procedures204205---206207## Common mistakes208209- Recitals not aligned with the company's actual articles — check the articles before using any standard form210- Authorization clause too broad ("do everything necessary") — specify what the authorized person can actually do211- No exhibit attached when the resolution refers to one212- Template used without updating the company type, jurisdiction, and officer names213- Written resolution used in a jurisdiction where the articles do not permit it — check the articles first214215---216217## Related skills218219- [[prompt-pack-board-resolution]] — a fully drafted substantive resolution for a specific action220- [[prompt-pack-board-committee-charter]] — committee charter adopted by board resolution221- [[kb-corporate-governance-mena]] — MENA companies law reference222- [[heuristic-always-state-jurisdiction-first]] — jurisdiction determines form requirements
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