Resolution Of The Sole Shareholder Template for United States

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Key Requirements PROMPT example:

Resolution Of The Sole Shareholder

"I need a Resolution of the Sole Shareholder to authorize my company's CEO to open new bank accounts and handle all banking matters, effective from January 15, 2025, for my Delaware corporation that manufactures medical devices."

Document background
A Resolution of the Sole Shareholder is utilized when a corporation with a single shareholder needs to document important company decisions. Under U.S. corporate law, these resolutions serve as official records of corporate actions and are often required for major business decisions, structural changes, or compliance matters. The document typically includes the date, the resolution details, and the shareholder's signature. It's particularly important for maintaining corporate records and demonstrating proper corporate governance to banks, regulators, or potential investors.
Suggested Sections

1. Header Information: Company name, state of incorporation, date, and type of resolution

2. Recitals: Background information establishing the shareholder's authority, ownership status, and reason for the resolution

3. Resolutions: The formal decisions being made by the sole shareholder, presented as numbered and clearly stated items

4. Signature Block: Space for sole shareholder's signature, printed name, title (if applicable), and date of signing

Optional Sections

1. Whereas Clauses: Additional context and background information used when complex decisions need detailed explanation

2. Further Actions: Authorization for officers or other authorized representatives to take necessary implementation steps

3. Notice Waiver: Explicit waiver of any notice requirements that might otherwise apply under corporate bylaws or state law

Suggested Schedules

1. Exhibit A - Supporting Documents: Copies of any relevant documents referenced in the resolution (e.g., contracts being approved, corporate documents being amended)

2. Certificate of Secretary: Optional certification by the corporate secretary attesting to the authenticity of the resolution

3. Incumbency Certificate: If required by third parties, certification of the identity and authority of the sole shareholder

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

Industries

State Corporate Laws: Primary corporate governance legislation including state-specific corporation laws and Business Corporation Acts that vary by state. Forms the fundamental legal framework for corporate operations and shareholder actions.

Federal Securities Regulations: SEC regulations, federal securities laws, and Internal Revenue Code implications that may affect shareholder decisions and company operations, particularly relevant if the company is publicly traded.

Company Constitutional Documents: Internal governing documents including Articles of Incorporation, Corporate Bylaws, and existing shareholder agreements that must be consulted for compliance with internal rules.

Procedural Requirements: Specific procedural elements including written consent requirements, notice requirements, recording and filing procedures, and voting rights protocols that must be followed for valid shareholder actions.

Compliance Obligations: Ongoing compliance considerations including corporate governance requirements, fiduciary duty obligations, and disclosure requirements that affect shareholder decision-making.

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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