Document background
A Directors Resolution is a crucial corporate governance document used in New Zealand to formally record and implement board decisions. It is required under the Companies Act 1993 for various corporate actions, from routine matters like approving financial statements to significant decisions such as major transactions, share issues, or appointment of officers. The resolution must clearly state the decision(s) made, provide necessary context, and be properly executed by the required number of directors. It serves multiple purposes: documenting compliance with legal requirements, providing evidence of proper corporate governance, and creating a historical record of board decisions. The document is particularly important for demonstrating that directors have fulfilled their statutory duties and acted in the best interests of the company. Directors Resolutions can be passed either at a formal board meeting or by way of written resolution (circular resolution) if allowed by the company's constitution.
