Board resolution template (Uganda)
In brief
A precedent directors’ resolution recording a board decision (e.g. opening a bank account, appointing a signatory).
When to use this
When the board needs to record a formal decision.
When a bespoke document is needed instead: For matters requiring a members’ special resolution — use that instead.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Heading
[COMPANY NAME] (Registration No. [RIN])
Registered office: [ADDRESS]
MINUTE / RESOLUTION OF THE BOARD OF DIRECTORS
Meeting details
Held on [DATE] at [PLACE / by [audio-visual] means], commencing at [TIME].
Present: [DIRECTOR NAMES]. In attendance: [secretary]. A quorum being present, [CHAIRPERSON] took the chair.
Recital
The Chairperson reported on [matter]. After discussion, IT WAS RESOLVED THAT:
Resolutions
1. [the company open a bank account with [BANK] and that the account be operated as set out in resolution 2].
2. [the signatories to the account be [NAMES], signing [singly / any two jointly]].
3. [any director / the company secretary be authorised to do all things necessary to give effect to these resolutions].
Certification & execution
There being no further business, the meeting closed at [TIME].
Certified a true record — Chairperson: ____________ Date: ________
Director / Company Secretary: ____________ Date: ________
Drafting notes
- Quorum
- Confirm a quorum of directors per the articles before resolving.
- Authority
- Check the resolution is within the board’s powers under the articles and the Companies Act.
- Signatories
- State clearly who is authorised, and how they sign (singly or jointly).
- Record
- Minute the resolution in the company’s minute book and keep it with the records.
Execution requirements
- The chairperson and a director (or the secretary) sign; record the resolution in the minute book.
- Directors must act within their powers and in the company’s interests (Companies Act s.194).
- Keep proper company records (s.195); provide certified copies to banks or counterparties as needed.
Governing law & citations
Governed by the Companies Act, Cap. 106 (2023 Revision), and the company’s articles.
- Companies Act, Cap. 106 (2023 Revision) — ss.194, 195.