Amended Corporate Resolution Template for United States

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Key Requirements PROMPT example:

Amended Corporate Resolution

"I need an Amended Corporate Resolution to update our company's authorized signatories for banking transactions, replacing our previous resolution from January 2025 due to recent changes in our executive team."

Document background
An Amended Corporate Resolution is utilized when a company needs to modify or update a previous corporate decision or policy. This document is particularly important in U.S. corporate governance as it provides a clear record of changes to existing resolutions while maintaining compliance with state and federal regulations. The amendment typically includes references to the original resolution, specific changes being made, and required approvals. It's commonly used for updating authorized signatories, modifying corporate policies, or adjusting previously approved business decisions.
Suggested Sections

1. Header Information: Company name, date, and resolution number

2. Title of Resolution: Clear identification as an amended resolution with reference to original

3. Recitals: Background information and reason for amendment

4. Reference to Original Resolution: Details of the resolution being amended

5. Amendment Details: Specific changes being made to the original resolution

6. Resolution Statement: Formal statement of the amended resolution

7. Certification: Authentication by authorized officer

Optional Sections

1. Effective Date: Additional section specifying when the amendment takes effect if different from date of adoption

2. Voting Results: Section detailing the vote count when required by bylaws or for transparency purposes

3. Additional Approvals: Section referencing other required approvals when multiple approval levels are needed

Suggested Schedules

1. Original Resolution: Complete copy of the resolution being amended

2. Redline Version: Marked-up version showing all changes from the original resolution

3. Supporting Documentation: Any relevant supporting materials referenced in the amendment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Federal Securities Law: Securities Exchange Act of 1934 - Applicable for publicly traded companies, governing securities transactions and reporting requirements

Sarbanes-Oxley Compliance: Sarbanes-Oxley Act of 2002 - Mandatory for public companies, establishing corporate accountability and financial disclosure standards

Federal Tax Law: Internal Revenue Code - Tax implications and requirements for corporate actions and their documentation

State Corporation Law: State-specific Corporation Acts (e.g., Delaware General Corporation Law) governing corporate formation, operation, and governance

State Business Acts: State Business Corporation Acts providing framework for corporate operations and governance within specific states

State Filing Requirements: State-specific requirements for filing and maintaining corporate documents and amendments

Articles of Incorporation: Company's founding document establishing basic corporate governance structure and requirements

Corporate Bylaws: Internal rules and procedures governing the corporation's operations and decision-making processes

Prior Resolutions: Previous corporate resolutions that are being amended, ensuring consistency and proper modification

SEC Requirements: Securities and Exchange Commission requirements for public companies regarding corporate governance and disclosure

Industry Regulations: Specific regulatory requirements applicable to the corporation's industry sector

Record Keeping Requirements: State and federal requirements for maintaining corporate records and documentation

Meeting Documentation: Requirements for documenting corporate meetings, including minutes and voting records

Authentication Requirements: Signature and attestation requirements for corporate documents and resolutions

Notice Requirements: Procedural requirements for providing notice of corporate actions and meetings

Voting Procedures: Requirements for voting thresholds, quorum, and approval processes for corporate actions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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