A Resolution of Sole Director is commonly used in U.S. corporations where there is only one director, typically in smaller or closely-held companies. This document is essential when making significant corporate decisions such as opening bank accounts, authorizing contracts, appointing officers, or approving corporate transactions. It demonstrates proper corporate governance and creates a paper trail of corporate decisions. The resolution must comply with state corporate laws and the company's bylaws, and it serves as evidence of the director's authority to take specific actions on behalf of the corporation.
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1. Title and Date: Identification of the document as a Resolution of Sole Director with date of adoption
2. Company Information: Legal name of corporation and state of incorporation
3. Recitals: Background information establishing authority and purpose of resolution
4. Resolutions: Specific actions being authorized or approved by the sole director
5. Signature Block: Execution by sole director with name and title
1. Whereas Clauses: Additional background information when complex context is needed - used for complex transactions or when additional context is necessary
2. Further Actions: Authorization for additional steps to implement resolutions - used when subsequent actions by officers or agents are required
3. Effective Date: Specific timing for resolution to take effect - used when implementation needs to be delayed or tied to specific events
1. Exhibit A - Supporting Documents: Copies of relevant agreements, certificates, or other documents referenced in resolution
2. Secretary's Certificate: Certificate attesting to the authenticity of the resolution - used when third parties require certification
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