Generic Corporate Resolution for the United Kingdom

Generic Corporate Resolution Template for United States

A Corporate Resolution is a formal document that records decisions made by a corporation's governing body. In the United States, these resolutions must comply with federal and state corporate laws, particularly those of the state where the corporation is registered. The document serves as official evidence of corporate actions and decisions, typically required for legal and banking purposes.

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What is a Generic Corporate Resolution?

Generic Corporate Resolutions are essential documents used by U.S. corporations to formally document important business decisions. These resolutions are required under various state and federal corporate governance frameworks and serve as official records of corporate actions. A Generic Corporate Resolution typically includes details about the decision made, the date of the decision, the parties involved, and the authority granted. They are commonly used for bank account operations, property transactions, entering into contracts, or any significant corporate action requiring formal documentation.

What sections should be included in a Generic Corporate Resolution?

1. Title and Date: Identifies the corporation and date of resolution

2. Preamble: States the meeting details, quorum confirmation, and authority basis

3. Recitals: Background information explaining why the resolution is needed

4. Resolution Statement: The actual decision(s) being made, preceded by 'RESOLVED THAT'

5. Authorization: Empowerment of specific individuals to execute the resolution

6. Certification: Secretary's certification of the resolution's authenticity

What sections are optional to include in a Generic Corporate Resolution?

1. Further Resolutions: Additional related decisions when multiple related matters need to be addressed

2. Revocation Clause: Clause for cancellation of previous conflicting resolutions when replacing existing resolutions

3. Effective Date: Specific implementation date clause when implementation is delayed or scheduled for a future date

What schedules should be included in a Generic Corporate Resolution?

1. Schedule A - Supporting Documents: Copies of relevant documents referenced in resolution

2. Schedule B - Meeting Minutes: Minutes of the meeting where resolution was passed

3. Schedule C - Voting Record: Record of votes cast, if relevant

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, providing legal framework for corporate governance and operations

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, relevant if the corporation is publicly traded

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate accountability standards for public companies, including internal controls and financial reporting

Internal Revenue Code: Federal tax regulations that may affect corporate decisions and need to be considered in corporate resolutions

State Corporation Laws: Specific corporate laws of the state where the corporation is registered, governing corporate formation and operations

State Business Corporation Acts: State-level legislation providing framework for corporate governance, shareholder rights, and corporate responsibilities

Articles of Incorporation: Primary governing document of the corporation that must be consulted for compliance in corporate resolutions

Company Bylaws: Internal rules governing the corporation's operations and management structure that must be followed in resolutions

SEC Requirements: Federal securities regulations and filing requirements for public companies

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities

Quorum Requirements: Legal requirements for minimum participation in corporate meetings for valid decision-making

Corporate Record Maintenance Rules: Legal requirements for maintaining corporate records, including resolutions and meeting minutes

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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