prompt-pack-board-resolution-template

Category: General Risk: Unknown ★ 3.9 · Rating 3.9/5 (8) sboghossian/mini-claude-for-legal MIT

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name: prompt-pack-board-resolution-template
description: 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.
license: MIT
metadata:
id: prompt-pack.board-resolution-template
category: prompt-pack
practice_area: corporate-governance
priority: P2
intent: [drafting, board-resolution-template]
related: [prompt-pack-board-resolution, prompt-pack-board-committee-charter, prompt-pack-annual-report-governance-section, heuristic-always-state-jurisdiction-first, kb-corporate-governance-mena]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

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

  • [[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