A resolution formally documents the decisions of a corporation’s board of directors. The board votes on resolutions during a board meeting or in writing. Cameroon requires corporations to use company resolutions to record important business decisions. Without proper resolutions, company owners could lose their limited liability protections. We briefly discuss the types of company resolution in Cameroon.
TYPE OF COMPANY RESOLUTION IN CAMEROON
Resolutions passed at a company meeting are of two types: Ordinary company Resolution and Special company Resolution. The type of resolution to be used depends on the Articles and is based on the nature of the business to be transacted. The law is ordinary Resolution is presumed unless a special Resolution is mentioned and is expressly required as a mode of passing the decision in issue. A corporate resolution in Cameroon can be evaluated in one of two ways.
- The resolution can be included on the board’s agenda prior to a scheduled board meeting and circulated to all the directors. The directors will then vote on the resolution during the meeting.
- The resolution can be approved by signed, written consent of the directors without holding a board meeting. Depending on what is in the company’s bylaws, approval of the resolution might require a plurality vote, majority vote, or unanimous consent.
MATTERS THAT REQUIRE SPECIAL RESOLUTION
- Change of name
- Alteration of Articles of Association
- Change of object
- Reduction of Capital
- Compulsory winding up of a company
- Re-Registration of a private limited company as PLC
I recommend start-up corporations in Cameroon reach out to an attorney and make sure all legal requirements are met because corporations have the most onerous legal responsibilities which are drafting and approval of resolutions whenever the board of directors makes an important decision.
Article by Barr. Mafany Victor Ngando
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