Shareholders Resolution (Generic) Kit

for Your State

This Shareholder Resolution (Generic) Kit includes forms which will assist in preparing your company's resolutions. This kit includes a handy checklist, notes and instructions and generic resolutions.

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This Shareholders Resolution (Generic) Kit will assist in drafting resolutions for your company's shareholders. This kit contains a checklist to assist in preparing a resolution and a generic resolution which includes official language which must be included in a resolution. It also includes notes and instructions for use in preparing consent resolutions and a generic consent form. It is imperative that all corporate resolutions and consents be clearly set forth in writing. Resolutions and Consent Resolutions become a part of the company's official record and it is imperative that their wording be exact and succinct.

This Shareholders Resolution (Generic) Kit includes:
  • Resolutions Checklist: Sets forth the information which need to be adopted at shareholders' meetings (i.e. approvals of both sale and merger of the company and dissolution);
  • Resolution: Sets forth in specific detail any resolution agreed to by the officers of the company;
  • Notes/Instructions: Sets forth detailed notes and instructions for the preparation of consent resolutions. It is important that a company's bylaws be consulted before preparation of a consent resolution;
  • Consent Resolution: Spells out in detail any resolutions which are agreed to by consent of the company's shareholders. A consent resolution must be signed by the shareholders and the secretary of the company.

Protect your rights and your company by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Shareholders Resolution (Generic) Kit
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Shareholders Resolution
Generic









This Packet Includes:
1. Information
2. Shareholders Resolutions Checklist
3. Sample Shareholders Resolution
4. Instructions and Sample for Consent Resolutions





Information
Shareholders Resolution Generic

This kit provides the tools for drafting a resolution for your corporations shareholders.
 
Shareholders resolutions are records of official acts of the shareholders taken as a group.  In most situations and for most corporations, a majority vote of the shareholders present at an official meeting (as long as the number present constitutes a quorum) is required to adopt a resolution.  The resolutions adopted should be kept permanently in the corporate record book.

A checklist is included in this kit illustrating circumstances for which shareholders resolutions are required.  Such circumstances are rare, however, as shareholder resolutions are generally only for extraordinary matters in the life of the corporation.

In certain cases, the shareholders may wish to take action without the process of meeting in person, through the use of a written consent resolution.  This kit includes instructions for drafting a consent resolution for your shareholders.

NOTE:  This packet includes materials generally applicable to corporations in any state.  However, there may be some state-specific guidelines and restrictions regarding the rights and responsibilities of corporate shareholders.  Please consult your Secretary of States website for specific information for your state.







DISCLAIMER:

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Shareholders Resolutions Checklist

Shareholders resolutions need to be adopted at official shareholders meetings.  They are only necessary to approve major actions by the corporation, such as:

?   Approving the sale of all the corporate assets

?   Approving the sale of the corporation

?   Approving the merger of the corporation with another company

?   Approving the dissolution of the corporation



Resolution of the Shareholders of ___________________


A meeting of the shareholders of this corporation was duly called and held on _______________, 20 ___.
 
A quorum of the shareholders was present, in person or by proxy, and at the meeting it was decided, by majority vote, that it is in the best interests of the corporation that:







Therefore, it is
RESOLVED, that this corporation shall:






The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution.

The undersigned, ____________________________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  

I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal

__________________________________
Signature of Secretary of Corporation

__________________________________
Printed Name of Secretary of Corporation


Notes and Instructions for Consent Resolutions

In recent years, the use of consent resolutions has increased among businesses.  These resolutions are used in lieu of formal meetings and can simplify corporate management.  They require, however, the written consent of all of the shareholders of a corporation in order to be valid.

The use of consent resolutions allows for a much greater flexibility in the management of corporations.  Formal meetings are not necessary, although for many issues, meetings may be highly recommended as a method to record the remarks and positions of shareholders who may oppose the action.  Consent resolutions are most useful in those situations where the number of shareholders is small and all of the shareholders are in complete agreement regarding the action to be taken.

Following is a sample written consent resolution that may be used in lieu of the shareholders resolution above.  First, however, you must verify that the bylaws of your corporation allow the use of consent resolutions for shareholders.  Check your corporations bylaws to determine whether consent resolutions are permissible.

 

Consent Resolution of the Shareholders of ____________ Authorizing Contract

The undersigned, being all of the shareholders of this corporation and acting in accordance with state law and the bylaws of this corporation, consent to the adoption of the following as if it was adopted at a duly called meeting of the shareholders of this corporation.  By unanimous consent of the shareholders of this corporation, it is decided that:








Therefore, it is
RESOLVED, that the corporation shall:










The officers of this corporation are hereby authorized to perform all necessary acts to carry out such resolution.

Dated: ____________, 20 ___

Signature of Shareholder of Corporation               Printed Name of Shareholder of Corporation
______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________
Being all of the shareholders of the corporation.


The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted by consent of the shareholders in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal


_______________________________
Signature of Secretary of Corporation


____________________
Printed Name of Secretary of Corporation


Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#27086
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