Initial Resolution – Directors
In states where the directors are not listed on the Articles of Incorporation, initial resolutions for directors are needed to show who has authority to act for the corporation. Essentially, this initial resolution approves how the corporation acts in between its formation and the adoption of its internal governing documents (bylaws) and authorizes the appointment of directors.
INITIAL RESOLUTIONS – DIRECTORS
Why do I need initial resolutions for directors?
When the directors are not listed in the Articles of Incorporation, the initial resolutions are used to show which living human or humans can direct the actions of the corporation.
Making initial resolution for directors is an important step of starting a business because corporations are unable to act by themselves. Corporations need real people who can physically make decisions, sign contracts and perform other acts on behalf of the corporation.
What should initial resolutions include?
The initial resolutions should cover all the essential items that are not covered by the Articles of Incorporation. For instance, the initial resolutions generally include:
- The corporation’s name and filing number
- The date and state of incorporation
- Ratification (approval) of the actions of the incorporator
- Statement that the Articles of Incorporation have been completed
- The appointed directors
- Statement adopting the bylaws of the corporation
- Any other statements of initial business (such as setting up bank account or hiring a specific firm or service provider)
- Date and signature of the incorporator