Board Resolution for Bahrain

Drafting a U.S. Board Resolution That Works in Bahrain

Almost every corporate step a U.S. company takes in Bahrain, whether opening, changing or closing something, starts with a decision of its board of directors (or its members or managers, for an LLC). Bahraini registries and banks will act only on a decision they can read, so the resolution has to say exactly what was decided, by whom, and who will carry it out in Bahrain. A vague resolution is the most common reason a Bahraini filing is sent back for “clarification”.

Resolutions for the main Bahraini events

Opening a branch: approve the establishment of a branch in the Kingdom of Bahrain, state its proposed name and activities, appoint the branch manager by full name and passport number, set out the manager’s powers, and authorize a named person to file with the Ministry of Industry and Commerce through Sijilat, sign a lease and open bank accounts. Setting up or investing in a Bahraini company: approve the subscription for shares, the amount of capital, and the company’s representatives on the Bahraini board. Changes: approve a change of branch manager, activities or address, or a transfer of shares. Closure: approve the closure of the branch or liquidation of the subsidiary and appoint the person to complete it.

Meeting minutes or written consent

U.S. boards act either at a meeting, recorded in minutes, or by unanimous written consent without a meeting. Either is acceptable for Bahrain, provided the document is complete. Most companies send Bahrain a secretary’s certificate certifying that the resolution was duly adopted, is in full force, and is set out word for word. For an LLC, the members’ or managers’ written consent plays the same role.

Signature, notary and apostille

The certifying officer, usually the corporate secretary, signs before a U.S. notary. The Secretary of State of the notary’s state then apostilles it. Bahrain has accepted apostilles since December 31, 2013, so there is no U.S. Department of State or Bahrain Embassy step. Bahraini offices often also ask for the documents that show the decision was valid: the certified articles, a good standing certificate and an incumbency certificate.

Bilingual drafting

Bahraini registries work in Arabic, and a translator will render “branch manager”, “authorized signatory” and the listed powers into Arabic terms that carry legal weight. Many companies prepare the resolution in English and Arabic side by side, so the wording is fixed by the company rather than by a translator. Use names exactly as they appear on passports or CPR cards, and keep the company’s Arabic name consistent with the rest of the file.