Management Board Resolutions are essential corporate governance documents used in Danish companies to formally record and validate decisions made by the board of directors. These resolutions are required under the Danish Companies Act (Selskabsloven) for significant company decisions such as changes in management, financial commitments, strategic initiatives, or corporate restructuring. A Management Board Resolution must include specific elements such as meeting details, attendance records, voting results, and formal declarations of the decisions made. The document serves multiple purposes: it provides legal protection, ensures transparency in decision-making, creates a historical record, and demonstrates compliance with both regulatory requirements and internal governance procedures. It's particularly important for accountability to shareholders and regulatory authorities, and may be required for filing with the Danish Business Authority (Erhvervsstyrelsen) in certain cases.
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Key Requirements PROMPT example:
Management Board Resolution
I need a Management Board Resolution for our Danish subsidiary to approve the merger with TechCorp A/S, including the transfer of all assets and liabilities, to be effective from March 15, 2025.
1. Company Information: Legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location (physical or virtual) of the board meeting
3. Attendance: List of board members present, absent, and any other attendees
4. Quorum Confirmation: Confirmation that the meeting meets quorum requirements as per Articles of Association
5. Chairperson: Identification of the meeting's chairperson
6. Agenda: List of items to be discussed and decided upon
7. Resolutions: Formal statement of the decisions made by the board
8. Voting Results: Record of how the board voted on each resolution
9. Signatures: Space for board members' signatures and date of signing
1. Declaration of Interests: Required when board members need to declare any conflicts of interest related to the decisions
2. Financial Considerations: Include when the resolution involves financial decisions or implications
3. Legal Compliance Statement: Statement confirming compliance with relevant laws when making significant corporate changes
4. Implementation Instructions: Specific instructions for implementing the resolved decisions
5. Delegation of Authority: When authority for specific actions needs to be delegated to specific individuals
6. Risk Assessment: Include when the resolution involves significant business risks that have been considered
1. Meeting Notice: Copy of the notice sent to board members about the meeting
2. Supporting Documents: Any relevant documents reviewed by the board in making their decision
3. Financial Reports: When financial decisions are involved, relevant financial statements or projections
4. Expert Opinions: Any professional or expert opinions relied upon in making the decision
5. Power of Attorney: If any board members are represented by proxy
6. Previous Related Resolutions: Copies of any previous board resolutions referenced in the current decision
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Retail
Energy
Transportation
Real Estate
Professional Services
Telecommunications
Construction
Agriculture
Education
Hospitality
Relevant Teams
Legal
Corporate Governance
Executive Office
Compliance
Corporate Secretariat
Risk Management
Board Administration
Corporate Affairs
Regulatory Affairs
Relevant Roles
Board Member
Chief Executive Officer
Managing Director
Company Secretary
Corporate Counsel
Legal Director
Compliance Officer
Chief Financial Officer
Board Chairman
Corporate Governance Officer
General Counsel
Executive Assistant to Board
Risk Manager
Corporate Secretary
Head of Legal Affairs
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A formal document recording board decisions and resolutions under Danish corporate law, serving as an official record of company governance decisions.
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