A Board Resolution For Approval Of Shareholders Agreement is a formal corporate document required under Irish law when a company's board of directors needs to approve and authorize the execution of a shareholders agreement. This document is typically used when a company is implementing a new shareholders agreement, making substantial modifications to an existing one, or when required by specific corporate governance procedures. The resolution must comply with the Irish Companies Act 2014 and should be prepared following a properly convened board meeting where the shareholders agreement has been reviewed and discussed. The document serves multiple purposes: it demonstrates proper corporate governance, provides evidence of board authorization, and creates a formal record of the board's decision-making process. It typically includes details of the meeting, the terms reviewed, the formal resolution language, and any specific conditions or instructions for implementation.
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1. Company Identification: Full legal name of the company, registered office address, and company registration number
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice
3. Attendance: List of directors present and absent, confirmation of quorum
4. Background: Brief context about the Shareholders Agreement and why it requires board approval
5. Review Confirmation: Statement confirming that the board has reviewed the Shareholders Agreement and related documents
6. Key Terms Acknowledgment: Acknowledgment of the key terms and conditions of the Shareholders Agreement
7. Resolution Statement: Formal resolution language approving the Shareholders Agreement
8. Authorization: Authorization for specified officers to execute the Shareholders Agreement and related documents
9. Certification: Secretary's or Chairman's certification of the resolution
1. Recital of Prior Actions: Include when there have been previous board discussions or actions related to the Shareholders Agreement
2. Conditions to Approval: Include when the board's approval is subject to specific conditions or modifications
3. Dissenting Opinions: Include when there are dissenting votes that need to be recorded
4. Related Resolutions: Include when additional related resolutions are passed in connection with the Shareholders Agreement
5. Implementation Instructions: Include when specific instructions for implementation need to be documented
1. Draft Shareholders Agreement: Copy of the Shareholders Agreement being approved
2. Board Meeting Minutes: Full minutes of the board meeting where the resolution was passed
3. Notice of Meeting: Copy of the notice sent to directors for the board meeting
4. Supporting Documents: Any relevant supporting documents referenced in the resolution
5. Legal Opinion: If applicable, legal opinion confirming the validity of the Shareholders Agreement
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