Template Description

This board resolution template is a professionally crafted 2-page MS Word document designed to formalize a company's decision to subscribe to the Memorandum of Association (MOA) during incorporation. It is essential for companies, company secretaries, and legal professionals involved in the incorporation process.

Understanding a Board Resolution for Subscription to MOA

Terminologies:

1. 'Board Resolution': An official document that records the decisions made by a company's board of directors during a board meeting, in accordance with the Companies Act 2013.
2. 'Memorandum of Association (MOA)': A legal document that outlines a company's constitution and defines its relationship with shareholders.
3. 'Subscriber': An individual or entity that agrees to take shares in a company and whose name is entered in the MOA at the time of incorporation.

Procedure for Subscription to MOA:

Convene Board Meeting:

• Schedule a meeting of the board of directors.
• Hold the meeting at the company's registered office or another agreed-upon location.

Approval of Subscription:

• Pass a resolution authorizing the company to subscribe to the MOA for incorporation purposes.
• Specify the number of shares to be subscribed and the names of the subscribers.

Authorize Signatories:

• Designate individuals authorized to sign and execute the MOA on behalf of the company.
• Provide their names, designations, and specimen signatures.

Compliance with Legal Requirements:

• Ensure adherence to the provisions of the Companies Act 2013 and other relevant regulations.
• Confirm that all necessary documents are prepared and duly signed.

Filing with Registrar of Companies (RoC):

• Submit the signed MOA along with other incorporation documents to the RoC.
• Pay the requisite fees and comply with any additional requirements.

Key Considerations:

• Clearly define the roles and responsibilities of authorized signatories.
• Ensure all information in the MOA is accurate and complies with legal standards.
• Maintain proper records of the board resolution and related documents for future reference.
• Be aware of the timelines for filing documents with the RoC to avoid penalties.

Conclusion

Subscribing to the Memorandum of Association is a fundamental step in the incorporation of a company. This board resolution template facilitates the formalization of the company's intent to subscribe to the MOA, designates authorized personnel, and ensures compliance with statutory requirements. Utilizing this template aids in a seamless incorporation process, laying a solid foundation for the company's legal existence.