Certificate as to Resolutions
Form reviewed by Bahman Eslamboly, Attorney at FindLegalForms
Certificate as to Resolutions which sets out true and complete resolutions adopted by a company's board of directors and shareholders.
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This Subscription Agreement contains:
- Company: Sets forth the name of the company making the corporate resolution;
- Resolutions by Board: True copies of the resolutions adopted by the company board of directors via unanimous written consent are set out in an exhibit to this certificate;
- Resolutions by Shareholders: True copies of resolutions adopted by the company's shareholders by unanimous written consent are set out in another exhibit to this certificate;
- Resolutions: Details the specifics of the resolutions adopted by the board and the shareholders (i.e.. authority to issue stock, number of shares and delivery method);
- Signature: The corporate secretary must sign this certificate as it becomes a part of the official record.
Protect your rights and your company by using our attorney-prepared forms.
This attorney-prepared packet contains:
- General Information
- Instructions and Checklist
- Certificate as to Resolutions
Certificate as to Resolutions
Product Details
| Product | Certificate as to Resolutions |
| Country | United States |
| Pages | 5 |
| Dimensions | Designed for Letter Size (8.5" x 11") |
| Printer compatibility | Designed to print on all ink-jet and laser printers |
| Editable | Yes (.doc, .wpd and .rtf) |
| Format |
Microsoft Word Adobe PDF WordPerfect Rich Text Format |
| Platform |
Windows Compatible Mac Compatible Linux Compatible |
| Availability | In Stock. Instant Download |
| Usage | Unlimited number of prints |
| Category | Stock Certificates & Ballots |
| Product number | #43632 |
| Download time | Less than 1 minute (approx.) |
| Document Access |
Via secret online address Email with download links Email with attachment upon request |
| Refund Policy | 60 days, no-questions asked, 100% money back guarantee |
Frequently Asked Questions
A Certificate as to Resolutions is a formal document that outlines the true and complete resolutions adopted by a company's board of directors and shareholders. It serves as a record of corporate governance actions and is often required for legal and financial transactions.
The Certificate must be signed by the corporate secretary or an assistant secretary, or another authorized officer of the corporation. This signature validates the document and ensures it becomes part of the official corporate record.
This certificate is commonly used prior to closing preferred financing rounds, where it certifies that necessary corporate actions have been completed. It is also used in various corporate transactions to document board and shareholder decisions.
The certificate includes resolutions adopted by both the board of directors and the shareholders. These may pertain to the authorization of stock issuance, conversion of stock, and other significant corporate actions.
Yes, the Certificate as to Resolutions is designed to comply with the laws of all states, ensuring that it meets legal requirements for corporate governance and documentation.
While the core elements of the certificate should remain consistent to comply with legal standards, specific details such as the resolutions and the company name can be modified to reflect the unique circumstances of each corporation.
Failing to document resolutions can lead to legal complications, including challenges to the validity of corporate actions. It is essential to maintain accurate records to protect the company and its stakeholders.
By providing a Certificate as to Resolutions, companies assure investors that all necessary corporate actions have been taken, which helps to mitigate risks associated with investment and ensures transparency in corporate governance.
Is This Form Right For You?
Use This Form If:
- Individuals who are preparing for a preferred financing round may require this certificate to ensure that all necessary corporate resolutions have been properly documented and approved. This is crucial for maintaining transparency with potential investors and ensuring compliance with legal requirements.
- Situations requiring formal documentation of board and shareholder decisions often necessitate the use of this certificate. Companies may need to provide this to demonstrate that they have followed proper procedures in authorizing stock issuance or other significant corporate actions.
- To comply with state laws governing corporate actions, businesses must often present a Certificate as to Resolutions when engaging in transactions involving the issuance of preferred stock. This certificate serves as evidence that the company has met all necessary legal obligations.
- For those involved in mergers or acquisitions, this certificate can be essential in verifying that all corporate resolutions related to the transaction have been duly adopted. It helps protect the interests of all parties by ensuring that corporate governance protocols are followed.
- Companies seeking to maintain accurate corporate records will find this certificate useful for documenting key decisions made by the board and shareholders. This is important not only for internal record-keeping but also for future audits and legal reviews.
Do Not Use If:
- – This form is not appropriate for informal agreements or verbal resolutions that have not been documented. It is essential that all resolutions be formally adopted and recorded to ensure legal validity.
- – If a company is not engaging in any corporate actions that require board or shareholder approval, this certificate is unnecessary. It is specifically designed for situations involving significant decisions like stock issuance.
- – In cases where the company is undergoing bankruptcy or liquidation, this certificate may not be suitable as the corporate governance structure may no longer be applicable.
- – For companies that operate in jurisdictions with unique legal requirements that differ from the standard, this certificate may not meet all necessary local regulations and should be reviewed accordingly.
- – If the resolutions are contested or there are disputes among board members or shareholders, using this certificate without resolving those issues may lead to further complications.
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