Board Resolution To Increase Authorised Share Capital for the United States

Board Resolution To Increase Authorised Share Capital Template for United States

A Board Resolution to Increase Authorized Share Capital is a formal document under U.S. corporate law that records the board of directors' decision to increase the maximum number of shares the company is authorized to issue. This document must comply with both federal securities laws and state-specific corporate regulations, particularly in the state of incorporation. It serves as the basis for filing the necessary amendments to the company's articles of incorporation with state authorities.

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Board Resolution To Increase Authorised Share Capital

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What is a Board Resolution To Increase Authorised Share Capital?

A Board Resolution To Increase Authorised Share Capital is essential when a company needs to expand its potential to issue additional shares beyond its current authorization. This typically occurs during business expansion, preparation for new funding rounds, stock splits, or strategic corporate actions. The resolution must comply with U.S. federal securities laws and state-specific corporate requirements, including proper documentation of board approval and, when required, shareholder consent. It forms the foundation for amending the company's articles of incorporation and must be filed with appropriate state authorities.

What sections should be included in a Board Resolution To Increase Authorised Share Capital?

1. Title and Date: Name of company and date of resolution

2. Attendance and Quorum: List of directors present and confirmation of quorum

3. Current Capital Structure: Details of existing authorized share capital

4. Proposed Increase: Specific details of proposed increase in authorized share capital

5. Resolution Text: Formal resolution language approving the increase

6. Authorization: Authorization for officers to take necessary actions

7. Signatures: Signatures of required board members

What sections are optional to include in a Board Resolution To Increase Authorised Share Capital?

1. Shareholder Approval Reference: Section to be included when shareholder approval is required or has been obtained as part of the process

2. Regulatory Compliance: Section to be included when special regulatory considerations apply, detailing compliance with specific requirements

3. Supporting Documents: Section to be included when the board relied on specific materials or analysis for their decision

What schedules should be included in a Board Resolution To Increase Authorised Share Capital?

1. Current Articles of Incorporation: Copy of current articles showing existing capital structure

2. Proposed Amendment: Draft of the amendment to be filed with state authorities

3. Legal Opinion: Legal opinion confirming validity of increase (if obtained)

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

State Corporate Laws: Primary state legislation governing corporations including Delaware General Corporation Law (if Delaware corporation), state-specific corporation codes, and state requirements for amending articles of incorporation

Federal Securities Laws: Key federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, and SEC regulations regarding disclosure requirements for capital increases

Corporate Governance Requirements: Internal governance documents including Company's existing Articles of Incorporation, Bylaws, and state requirements for board meetings and voting procedures

Filing Requirements: State-specific filing requirements for certificate of amendment, including filing fees, timing requirements, and state secretary of state procedures

Shareholder Rights: Requirements related to shareholder approval, notice requirements to shareholders, and consideration of preemptive rights

Tax Considerations: Tax implications including Internal Revenue Code considerations and state tax implications of capital increase

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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