Initial Resolution – Officers
Initial resolutions for officers may be necessary in states where officers are not listed on the Articles of Incorporation. These initial resolutions give authority to the officers to act on behalf of the corporation. The initial resolutions for officers helps bridge the gap of corporate acts taken between formation and the adoption of bylaws, the corporation’s internal governing document.
Why do I need initial resolutions for officers?
Corporations are unable to act by themselves. They require people to physically carry out the acts of the corporation. When officers are not listed in the Articles of Incorporation, the initial resolutions are used to show which people have the authority to act on the corporation’s behalf.
What should initial resolutions for officers 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 officers
- Statement adopting the bylaws of the corporation
- Any other statements of initial business (from setting up a bank account to hiring a specific firm or service provider)
- Date and signature of the incorporator