A corporate resolution stock transfer is necessary before company shares are eligible for transfer from one person to another. Generally, your company's board of directors will approve the resolution and then distribute copies of the resolution to stockholders.

Checklist for a Corporate Resolution

Drafting and approving a corporate resolution requires several steps, the first of which is gathering and distributing information. For instance, if multiple resolutions need adopting, you will need to distribute pertinent information to the shareholders or directors who will be voting on the resolution.

After gathering the correct information, you can complete your corporate resolution by asking yourself a few important questions. The questions that you must answer while drafting your resolution depending on the goal you are attempting to achieve and the rules in your state.

Reviewing and adopting your resolution is the third step on the corporate resolution checklist. Before you present the resolution to your board of directors or corporate shareholders, you should carefully review the document to make sure that there are no errors and that the resolution meets your needs.

When you are ready, you can present your corporate resolution to your directors or shareholders for adoption. After the adoption of the resolution, an authorized corporate officer needs to sign the Certificate of Corporate Resolution. This signature indicates that the resolution has received approval and will take effect in your company.

Corporate Resolution Copies and Other Documents

After adopting your resolution, you should store this document in your corporate records. You must make certain that the location where you store your corporate record book is secure, and you may want to store both an electronic and physical copy to make sure you don't lose any documents. Some of the documents you should keep in your record book include:

  • Articles of Incorporation.
  • Bylaws.
  • Minutes of director and shareholder meetings.
  • Meeting notices.
  • Shareholders agreement.
  • Stock certificates
  • Stock transfer ledger.
  • Resolutions.

Every corporation requires a variety of documents, so you should take the time to make sure that your documents are in order. For example, your corporation needs to have a shareholder agreement that outlines each shareholder's rights and responsibilities and guarantees fair treatment.

Your shareholders agreement and Articles of Incorporation work to protect your company in several different ways. With these documents in place, for instance, resolving shareholder disputes will be much easier, as will transferring shares after a shareholder dies or someone decides that they want to leave the company.

Recording meeting minutes is also extremely important when running a corporation. Major company decisions will be made at shareholders and board of directors meetings, and these decisions must be fully recorded.

When a board or shareholders meeting is scheduled, you should notify everyone that will attend the meeting. If you fail to send a notice, you should have directors and shareholders sign a waiver of notice at the actual meeting. During the meeting, if you pass a resolution to issue stock, a stock certificate will be necessary before issuing the stock. Also, you should record the issuance of the stock in your stock transfer ledger.

Resolutions for Stock Transfer

If you want to transfer company stocks, you will need to adopt a Directors Resolution Authorizing Stock Transfer. Once adopted, this document indicates that your board of directors has approved the transfer. If the transfer got authorized without a formal board meeting, you can include a Content Resolution in your document.

When drafting your Directors Resolution Authorizing Stock Transfer, you should include the following information:

  • A checklist that lists all resolutions that will be adopted at the board meeting.
  • A transfer resolution that outlines the approval of the stock transfer.
  • Instructions and notes for the Content Resolution if no formal meeting took place.
  • A Content Resolution that defines how many company shares will get transferred. Every board member will need to sign the Content Resolution since this resolution was not voted on in a board meeting.

Any time you plan to issue company shares, you first need to obtain approval from your board of directors. The board will vote on a resolution that outlines information related to the shares:

  • How many shares will be issued.
  • Who will receive the shares.
  • How much will be paid for the issued shares.

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