Unanimous Resolution Of Shareholders Template for United States

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Key Requirements PROMPT example:

Unanimous Resolution Of Shareholders

"I need a Unanimous Resolution of Shareholders to approve the appointment of our new CEO and authorize changes to our banking signatories, to be effective from March 1, 2025."

Document background
A Unanimous Resolution of Shareholders is utilized when companies need to document important decisions that require shareholder approval without convening a formal meeting. This document type is particularly useful for closely-held corporations or situations requiring swift action. Under U.S. corporate law, these resolutions carry the same legal weight as decisions made at formal shareholder meetings, provided all shareholders consent. Common uses include approving major corporate actions, structural changes, or significant business decisions. The resolution must comply with relevant state corporation laws and federal securities regulations where applicable.
Suggested Sections

1. Title and Date: Identifies the document as a unanimous shareholder resolution and date of adoption

2. Company Details: Full legal name, registration number, and registered address of the company

3. Recitals: Background information establishing the context and purpose of the resolution

4. Resolutions: Clear statements of the decisions made by unanimous consent

5. Confirmation of Approval: Statement confirming unanimous approval by all shareholders

Optional Sections

1. Whereas Clauses: Additional context or background information when complex matters need explanation

2. Further Actions: Authorization for officers to take necessary implementation steps

Suggested Schedules

1. Schedule of Shareholders: List of all shareholders and their shareholdings

2. Supporting Documents: Any relevant documents referenced in the resolution

3. Signature Pages: Pages for each shareholder to sign, including details of their shareholding

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

Securities Exchange Act 1934: Federal law governing secondary trading of securities, applicable if the company is publicly traded

Securities Act 1933: Federal law regulating the primary issuance of securities and registration requirements

Sarbanes-Oxley Act 2002: Federal law establishing enhanced standards for public company boards and management regarding corporate governance

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

State Business Corporation Acts: State legislation providing framework for formation and operation of corporations within the state

State LLC Acts: State laws governing Limited Liability Companies, if applicable to the business structure

Articles of Incorporation: Company's founding document filed with the state, establishing basic corporate structure and rights

Corporate Bylaws: Internal rules governing company operation, management structure, and shareholder rights

Shareholders' Agreements: Existing agreements between shareholders defining their rights, obligations, and procedures

SEC Regulations: Federal securities regulations applicable to public companies and certain private offerings

State Securities Regulations: State-specific securities laws and requirements (Blue Sky Laws)

Notice Requirements: Legal requirements for notifying shareholders of meetings and voting procedures

Quorum Requirements: Minimum number of shareholders required to be present for valid corporate actions

Voting Procedures: Rules and requirements for conducting shareholder votes and recording decisions

Record Keeping Requirements: Legal obligations for maintaining corporate records and documenting shareholder decisions

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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