A Resolution of the Sole Shareholder is utilized when a corporation with a single shareholder needs to document important company decisions. Under U.S. corporate law, these resolutions serve as official records of corporate actions and are often required for major business decisions, structural changes, or compliance matters. The document typically includes the date, the resolution details, and the shareholder's signature. It's particularly important for maintaining corporate records and demonstrating proper corporate governance to banks, regulators, or potential investors.
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1. Header Information: Company name, state of incorporation, date, and type of resolution
2. Recitals: Background information establishing the shareholder's authority, ownership status, and reason for the resolution
3. Resolutions: The formal decisions being made by the sole shareholder, presented as numbered and clearly stated items
4. Signature Block: Space for sole shareholder's signature, printed name, title (if applicable), and date of signing
1. Whereas Clauses: Additional context and background information used when complex decisions need detailed explanation
2. Further Actions: Authorization for officers or other authorized representatives to take necessary implementation steps
3. Notice Waiver: Explicit waiver of any notice requirements that might otherwise apply under corporate bylaws or state law
1. Exhibit A - Supporting Documents: Copies of any relevant documents referenced in the resolution (e.g., contracts being approved, corporate documents being amended)
2. Certificate of Secretary: Optional certification by the corporate secretary attesting to the authenticity of the resolution
3. Incumbency Certificate: If required by third parties, certification of the identity and authority of the sole shareholder
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