Board Resolution For Raising Funds for the United States

Board Resolution For Raising Funds Template for United States

A Board Resolution for Raising Funds is a formal document that records the board of directors' approval for a company to pursue specific fundraising activities. Under U.S. corporate law, this document serves as official evidence of the board's authorization and typically includes details about the type of funding sought, intended use of proceeds, and specific powers granted to company officers. It must comply with federal securities laws, state-specific requirements, and the company's bylaws.

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What is a Board Resolution For Raising Funds?

A Board Resolution For Raising Funds is a crucial corporate governance document required when a company seeks to raise capital through various means such as equity offerings, debt instruments, or other financing methods. This document is particularly important in the United States as it demonstrates compliance with fiduciary duties under corporate law and provides protection for board members by formally documenting their decision-making process. The resolution typically specifies the amount of funding sought, the method of fundraising, use of proceeds, and designates authorized representatives to execute the fundraising activities. It serves as evidence of proper corporate authorization for regulatory bodies, potential investors, and financial institutions.

What sections should be included in a Board Resolution For Raising Funds?

1. Title and Date: Formal identification of the resolution and date of adoption

2. Recitals: Background information and context for the resolution, including reference to relevant laws and regulations

3. Resolution Statement: The formal 'RESOLVED' statements detailing the approved actions for fundraising

4. Authorization: Specific powers granted to officers/representatives to execute the fundraising activities

5. Certification: Secretary's certification of the resolution's adoption and authenticity

What sections are optional to include in a Board Resolution For Raising Funds?

1. Terms of Fundraising: Detailed specifications of the fundraising method, including type of securities, amount to be raised, and pricing

2. Use of Proceeds: Specific allocation and intended use of the funds to be raised

3. Compliance Statements: Declarations ensuring compliance with relevant securities laws and regulations

What schedules should be included in a Board Resolution For Raising Funds?

1. Schedule A - Terms of Securities: Detailed terms and conditions of any securities being issued as part of the fundraising

2. Schedule B - Funding Plan: Comprehensive fundraising strategy, timeline, and implementation plan

3. Schedule C - Use of Proceeds: Detailed breakdown and allocation of how the raised funds will be utilized

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

Federal Securities Laws: Core federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (Rules 504, 506(b), and 506(c)), and JOBS Act of 2012 that govern securities offerings and trading

Blue Sky Laws: State-specific securities laws that include registration requirements, disclosure obligations, and exemptions that vary by state jurisdiction

Corporate Laws: State-specific corporation laws (such as Delaware General Corporation Law) that govern corporate formation, operations, and decision-making processes

Tax Laws: Federal Internal Revenue Code implications and state tax considerations related to fund raising activities

Regulatory Requirements: SEC regulations for public offerings, private placement requirements, and accredited investor rules that must be followed during fundraising

Corporate Governance Documents: Internal company documents including Articles of Incorporation, Bylaws, existing shareholder agreements, and previous board resolutions that may affect fundraising

Exchange Requirements: NYSE/NASDAQ requirements and reporting obligations if the company is publicly traded or planning to go public

Documentation Requirements: Form D filings, state filings, and disclosure document requirements necessary for compliant fundraising activities

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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