A Corporate Resolution document is used to record any major decision made by shareholders or a board of directors during a meeting.
Notes: Assuming that the laws governing the corporation (e.g. relevant statutes and your corporation’s bylaws) permit for a certain corporate action to be taken by unanimous written consent of the board of directors, the following template language set forth in the document entitled “UNANIMOUS WRITTEN CONSENT TO ACTION OF THE DIRECTORS OF…” may be useful reference material. Within the [brackets] below, we have included some template language which may or may not be suitable, depending on the situation.
If the corporation holds an actual full board meeting, then the corporation may wish to reference the resolution document immediately below the Unanimous Consent template, namely the template entitled “MINUTES OF THE MEETING OF THE DIRECTORS OF…”, whereas it may be more applicable to the given situation.
We strongly recommend consulting with legal counsel in order to make sure that any template legal document is proper, legal, and/or in your corporation’s best interests. Do not use any template document without proper legal guidance. We take no responsibility for the use or misuse of these template documents, and expressly disclaim any and all warranties, express or implied, as it relates to these reference materials.
WRITTEN CONSENT TO ACTION BY THE DIRECTORS OF
[ENTER CORPORATION NAME]
The following is a certificate of a unanimous written consent to action by all the Directors’ of the Corporation, and I, the Secretary of the Corporation, do hereby certify that the Corporation is validly organized and operating under the laws of the State of California as of the _____ day of ___________, 20__, and that I am the duly elected Secretary of the Corporation and the below is an accurate reflection of resolutions of the Directors of the Corporation made without meeting.
[The Directors wish to appoint a signing officer.]
[The Directors wish to revoke the authority of a signing officer]
[The Directors wish to dispense with the requirement of an audit for the year ________.]
[The Directors wish to authorize the Corporation to borrow the sum of $______ from _________.]
[The Directors wish to appoint an officer of the Corporation.]
[The Directors wish to remove an officer of the Corporation.]
[The Directors wish to appoint a director of the Corporation.]
[The Directors wish to remove a director of the Corporation.]
[The Directors, having received the resignation of _________ as Director of the Corporation, wish give effect and memorialize the resignation.]
[The Directors, having received an application to transfer shares in the Corporation, wish to effect such transfer.]
[The Directors, have received an application to issue shares in the Corporation, wish to issue such shares.]
[The Directors wish to declare a dividend.]
[The Directors wish to redeem ____ shares held by ______ for a price of $_____ per share.]
[The Directors wish to change the registered office of the Corporation.]
[The Directors wish to change the registered agent for service of process of the Corporation.]
[The Directors wish to authorize the Agreement between _____ and the Corporation.]
THEREFORE BE IT RESOLVED THAT:
1. [_________________ is hereby authorized and approved to be a signing authority for the Corporation. The foregoing signing authority granted shall include, but shall not be limited to, the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by this corporation. ______ shall also have the power to give instructions, verifications and approval on behalf of the corporation in relation to all transactions from and to the corporation’s bank accounts from time to time.]
2. [The signing authority previously granted to _________ is hereby revoked.]
3. [The appointment of an Auditor for the Corporation for the current fiscal year end of the Corporation be and the same is hereby waived for the corporation and all of its subsidiaries, if any.]
4. [The Corporation borrow the sum of $___________ from the Lender and such borrowing be and is hereby approved and authorized. The granting of the Promissory Note/Loan Agreement by the corporation to the Lender is hereby authorized and approved and the corporation is hereby authorized to issue, execute and deliver the Promissory Note to the Lender.]
5. [______________ is appointed as ___________ of the Corporation to hold office until the next annual general meeting or until a successor is elected or appointed.]
6. [__________ be and is hereby removed as ______________ of the Corporation.]
7. [______________, who has consented in writing to act as Director of the Corporation, is appointed as Director of the Corporation to hold office until the next Annual Meeting, or otherwise until he/she may sooner cease to act by resignation or removal.]
8. [__________ be and is hereby removed as Director of the Corporation. The Secretary of the Corporation is directed to provide written notice of removal to the appropriate government agency.]
9. [The resignation of _____________ as Director of the Corporation be and is hereby accepted. The Secretary of the Corporation is directed to provide written notice of removal to the appropriate government agency.]
10. [The transfer of ___ Shares held by _______________ to _____________ hereby be authorized and approved. Share Certificate number _____________ be and is hereby cancelled and Share Certificate in the name of ___________ for _____ shares be and is hereby issued. Any one Director or Officer of the Corporation be authorized to execute such share certificate(s) on behalf of the Corporation and to deliver such share certificate(s) to the person(s) entitled thereto.]
11. [The Corporation, having received application for allotment and issue of shares from _______ at the issue price per share of $______ in full payment therefor, do allot, issue and deliver to _________ _______ shares in the capital of the Corporation, and such shares be declared to be fully paid and non-assessable shares. Share Certificate in the name of ___________ for _____ shares be and is hereby issued. Any one Director or Officer of the Corporation be authorized to execute such share certificate(s) on behalf of the Corporation and to deliver such share certificate(s) to the person(s) entitled thereto.]
12. [The directors hereby declare a cash dividend of $_____ per share in the aggregate amount of $______ payable pro rata to the holders of record of the issued and outstanding shares of the Corporation at the close of business on _____________.]
13. [The redemption of ____ shares in the capital of the Corporation held by ________ under share certificate ____, for a redemption amount of $______ per share and an aggregate redemption amount of $________ be and is hereby authorized and approved. Share Certificate number _____________ be and is hereby cancelled and Share Certificate in the name of ___________ for _____ shares be and is hereby issued. Any one Director or Officer of the Corporation be authorized to execute such share certificate(s) on behalf of the Corporation and to deliver such share certificate(s) to the person(s) entitled thereto.]
14. [The addresses of the Registered Office of the Corporation be changed from the current address at __________________ to ____________________.]
15. [The Corporation hereby revokes the authority of its current agent ____________. The Corporation appoint _____________, as its new agent to maintain the Corporation’s Registered Office as required by law at such location as ___________ may from time to time determine.]
16. [The entering into and performance of the Agreement between _________ and the Corporation substantially in the form as distributed to the Directors, is hereby authorized and approved. The Directors are hereby authorized to execute and deliver the Agreement upon the terms and conditions substantially similar to the draft of the Agreement submitted to them, with such amendments and variations as the said Directors may deem expedient, and are directed to perform all such acts, deals and things in all other documents, writings and acts supplement thereto or which are necessary to give effect thereto to be executed, delivered and taken in the name and on behalf of the Corporation by the said Directors, and that the seal of the Corporation be thereto affixed, as required; and the approval by the said Directors of the Corporation of any amendment or variation of the Agreement shall be conclusively evidenced by their signatures thereon.]
17. [The Secretary of the Corporation is hereby authorized to update the Corporation’s Minute Book as appropriate.]
In witness whereof, I have duly executed this Certificate of Corporate Resolution this ___ day of ______ 20___.
OF THE MEETING OF THE DIRECTORS OF
[ENTER CORPORATION NAME]
HELD ON THE_______________.
The following Directors were present which constituted a quorum:
[ENTER NAMES OF DIRECTORS]
The directors waived notice of the meeting.
C. UPON A Motion being duly made, moved, seconded and carried it was RESOLVED THAT the following parties act in the roles beside their names:
D. The Chairman presented the following resolutions to the meeting and UPON A Motion being duly moved, seconded and carried it was RESOLVED THAT:
There being no further business the meeting then terminated.
Dated and executed in the State of ________________, on the ____ day of ___________, 20__.
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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