A Resolution of the Sole Director is utilized when a corporation with a single director needs to formally document important business decisions. This document is commonly used in smaller corporations or closely-held companies in the United States where there is only one director responsible for corporate governance. The resolution can cover various corporate actions including financial decisions, operational changes, appointment of officers, entering into significant contracts, or authorizing specific transactions. It must comply with relevant state corporate laws and the company's bylaws, and often serves as evidence of proper corporate authorization for third parties such as banks, government agencies, or business partners.
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1. Title and Date: Formal identification of the document as a Resolution of the Sole Director with date of adoption
2. Company Information: Legal name of the company and jurisdiction of incorporation
3. Recitals: Background information explaining why the resolution is being adopted
4. Resolutions: The actual decisions being made, each clearly numbered
5. Signature Block: Space for sole director's signature and date
1. Certification: Optional certification by corporate secretary or other officer, used when third parties require verification
2. References to Supporting Documents: When resolution relies on specific documents or previous resolutions
3. Implementation Instructions: When specific actions need to be taken to implement the resolution
1. Exhibit A - Supporting Documentation: Any relevant documents referenced in the resolution
2. Certificate of Incumbency: When resolution involves authorization of specific individuals
3. Corporate Seal: If required by company bylaws or third parties
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