Board Resolution To Issue Shares for the United States

Board Resolution To Issue Shares Template for United States

A Board Resolution to Issue Shares is a formal document under U.S. corporate law that records the board of directors' authorization to issue new shares of the company's stock. This document complies with federal securities laws and state-specific corporate regulations, particularly important in states like Delaware where many companies are incorporated. It details the number and class of shares to be issued, the consideration received, and authorizes specific officers to execute the necessary documentation.

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Board Resolution To Issue Shares

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What is a Board Resolution To Issue Shares?

A Board Resolution to Issue Shares is a crucial corporate document used when a company needs to authorize the creation and distribution of new shares. It's commonly required for raising capital, employee stock options, or strategic investments. The resolution must comply with U.S. federal securities laws, state corporate laws, and the company's bylaws. It typically includes specific details about share class, price, recipients, and consideration, while ensuring compliance with SEC regulations if applicable. This document is fundamental to corporate governance and maintaining proper records of share issuance decisions.

What sections should be included in a Board Resolution To Issue Shares?

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

2. Company Details: Legal name and registration details of the company

3. Recitals: Background information explaining the need for share issuance

4. Resolution Statements: Formal decisions regarding the share issuance

5. Share Details: Specific information about number, class, and terms of shares being issued

6. Authorization: Board authorization for officers to execute necessary documents

7. Signatures: Signatures of required board members and corporate secretary

What sections are optional to include in a Board Resolution To Issue Shares?

1. Consideration Details: Details of payment or consideration for shares when being issued for non-cash consideration

2. Regulatory Compliance: Specific statements regarding securities law compliance for regulated offerings or public companies

3. Conditions Precedent: Conditions that must be met before share issuance when subject to specific conditions

What schedules should be included in a Board Resolution To Issue Shares?

1. Schedule A - Share Allocation Details: Detailed breakdown of share allocation to recipients

2. Schedule B - Share Terms: Detailed terms and conditions of the shares being issued

3. Appendix 1 - Share Certificates: Form of share certificates to be issued

4. Appendix 2 - Regulatory Filings: Copies of required regulatory filings and forms

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

Securities Act of 1933: Federal law regulating the issuance of securities, requiring registration of securities offerings and establishing disclosure requirements for public offerings

Securities Exchange Act of 1934: Federal law governing securities trading, registration requirements, and ongoing reporting obligations for publicly traded companies

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure standards for public companies

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

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

Articles of Incorporation: Company's founding document that outlines authorized shares, corporate structure, and basic governance rules

Company Bylaws: Internal rules governing company operations, including procedures for issuing shares and conducting board meetings

Shareholder Agreements: Existing agreements between shareholders that may affect share issuance, including rights of first refusal or pre-emptive rights

Internal Revenue Code: Federal tax laws affecting the issuance of shares, including implications for both the company and shareholders

Stock Exchange Rules: Specific requirements from exchanges like NYSE or NASDAQ regarding share issuance and listing requirements for publicly traded companies

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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