Certificate as to Resolutions

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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 Certificate as to Resolutions sets forth true and complete resolutions adopted by a company's Board of Directors and Shareholders. Typically this type of Certificate is provided by a Company to investors prior to the closing of a preferred financing, whereby the company certifies that certain corporate government actions have been completed. The resolutions are attached as exhibits and often include those that relate to the authorization and issuance of preferred stock, conversion of stock and execution and delivery of the preferred stock. It also sets forth the date of any Purchase Agreements related to these transactions. This Certificate must be signed by the Secretary or Assistant Secretary (or other officer) of the corporation.

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:
  1. General Information
  2. Instructions and Checklist
  3. Certificate as to Resolutions
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.
 
 
Certificate as to Resolutions

 

 
The undersigned certifies that he or she is the Assistant Secretary of ______ (the "Company"), a[n] ______ [entity of company], and that, as such, he or she is authorized to execute this Certificate on behalf of the Company, and further certifies that:
 
(a)   Attached hereto as Exhibit ______ is a complete and true copy of resolutions duly adopted by the Board of Directors of the Company by unanimous written consent on ______.
 
(b)   Attached hereto as Exhibit ______ is a complete and true copy of resolutions duly adopted by the Shareholders of the Company by written consent dated as of ______.
 
(c)   The foregoing resolutions are all the resolutions adopted by the Board of Directors or Shareholders of the Company with respect to (1) authorization and issuance of the Company's Series ______ Preferred Stock; (2) authorization and reservation for issuance upon conversion of the Series ______ Preferred Stock of the number of shares of Common Stock issuable upon such conversion; (3) authorization of the execution and the delivery of the Series ______ Preferred Stock Purchase Agreement among the Company and the Investors named therein dated as of ______ (the "Agreement") by the Company and the performance of its obligations thereunder.  Such resolutions have not been altered, amended, or rescinded, and they remain in full force and effect on the date hereof.
 
WITNESS the signature of the undersigned this _________________.
 
 
   
__________________________, Secretary
 
Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43632
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.
 
 
Certificate as to Resolutions

 

 
The undersigned certifies that he or she is the Assistant Secretary of ______ (the "Company"), a[n] ______ [entity of company], and that, as such, he or she is authorized to execute this Certificate on behalf of the Company, and further certifies that:
 
(a)   Attached hereto as Exhibit ______ is a complete and true copy of resolutions duly adopted by the Board of Directors of the Company by unanimous written consent on ______.
 
(b)   Attached hereto as Exhibit ______ is a complete and true copy of resolutions duly adopted by the Shareholders of the Company by written consent dated as of ______.
 
(c)   The foregoing resolutions are all the resolutions adopted by the Board of Directors or Shareholders of the Company with respect to (1) authorization and issuance of the Company's Series ______ Preferred Stock; (2) authorization and reservation for issuance upon conversion of the Series ______ Preferred Stock of the number of shares of Common Stock issuable upon such conversion; (3) authorization of the execution and the delivery of the Series ______ Preferred Stock Purchase Agreement among the Company and the Investors named therein dated as of ______ (the "Agreement") by the Company and the performance of its obligations thereunder.  Such resolutions have not been altered, amended, or rescinded, and they remain in full force and effect on the date hereof.
 
WITNESS the signature of the undersigned this _________________.
 
 
   
__________________________, Secretary
 

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