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Corporate Resolutions

Page history last edited by PBworks 12 years, 11 months ago

Corporate Resolutions record the major decisions taken by the corporation's Shareholders or Board of Directors during a meeting. While not always required, it is a good idea to record your actions in the form of Corporate Resolutions because Resolutions show third parties that the actions were taken by and on behalf of the corporation.

Some Corporate Resolution may be passed only by the Shareholders; others, only by the Board of Directors. Some must be passed by both groups.


Changes to the Articles of Incorporation

Any changes to the corporation's Articles of Incorporation or Bylaws must be approved by BOTH the Shareholders and Directors. Amendments to the Articles of Incorporation must then be filed with the Secretary of State in the state of incorporation for the amendments to become effective. Some states also require corporations to file a notarized affidavit, which verifies the number of outstanding shares at the time of the vote.


Bankruptcy or Dissolution

Shareholders must also vote to dissolve the corporation or to file for bankruptcy or reorganization.


Everyday Corporate Operations

Resolutions adopted by the Board of Directors that generally do not require Shareholder approval involve everyday operations of the corporation, including leasing, purchases, hiring, banking, borrowing, investing, paying of dividends, salaries and bonuses, providing benefits for employees and changing the corporate status, such as obtaining "S-Corporation" status.


As a general rule all records, resolutions and minutes of your corporation should be kept in your Corporate Minute Book for a period of no less than six years. This is a good idea because sometimes a Shareholder will want to inspect the corporate books and records to ensure the corporation is being run in its best interests. It is probably wise to retain these records for a longer period should anyone ever challenge the actions of the Board of Directors





* Adopt a Fiscal Year

* Acquire Assets of a Business

* Acquire Shares of Stock

* Adopt a Trade Name

* Approve a Reorganization Plan under Chapter 11 of the Bankruptcy Code

* Appoint a Purchasing Agent

* Assign a Lease

* Authorize Borrowing on a Line of Credit

* Authorize a Specific Contract

* Authorize a Franchise Agreement

* Authorize a Sale/Leaseback Transaction

* Blanket Authority to Sell Assets

* Borrow Against Accounts Receivable

* Borrow Capital

* Borrow from a Designated Bank

* Borrow Against Inventory and Equipment

* Commence Litigation

* Convert Excess Depreciation into Surplus

* Defend in a Legal Suit

* Exercise Option to Extend a Lease

* Factor Accounts Receivable

* File a Reorganization Plan Under Chapter 11 of the Bankruptcy Code

* File a Reorganization Plan Under Chapter 7 of the Bankruptcy Code

* File for a Receivership

* Grant a Mortgage or Security Interest

* Indemnify and Hold Harmless

* Issue a General Release

* Issue a Guarantee

* Issue an Option to Purchase Shares

* Lease Equipment

* Lease as a Lessor

* Lease a Motor Vehicle

* Lease Premises

* Loan Funds

* Make an Assignment to Creditors

* Mortgage Real Estate

* Negotiate a Specific Contract

* Obtain a Corporate Charge Card

* Obtain a Certain License

* Open Bank Accounts

* Purchase Equipment

* Purchase a Motor Vehicle

* Purchase Real Estate

* Qualify as a Foreign Corporation in Another State

* Ratify Acts

* Ratify board of Directors Actions

* Reacquire and Redeem Outstanding Shares

* Reimburse Lender

* Hire an Employee

* Retain an Accountant

* Retain an Attorney

* Retain a Business Broker

* Retain a Professional Consultant

* Retain a Real Estate Broker

* Retain a Special Accountant

* Retain a Special Attorney

* Sell Corporate Assets Subject to Shareholder Approval

* Sell Business Assets

* Sell Corporate Shares

* Sell Certain Equipment

* Sell a Certain Motor Vehicle

* Sell Real Estate

* Settle Certain Litigation

* Sublet Space

* Terminate a Specific Contract

* Terminate a Certain Employee

* Terminate a Certain Lease

* Waive Restrictions on Transfer


**Further resources: mycorporation.com

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