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DraftingCorporate LawBeginner

Corporate Board Resolution Drafting Prompt

Drafting board or member resolutions to authorize specific corporate actions. Required by banks, lenders, investors, and regulators as proof of corporate authority.

📋 Prompt — Copy & Use
Draft a formal corporate board resolution for the following action:

**Company Name:** [Company name]
**State of Incorporation:** [State]
**Entity Type:** [Corporation / LLC]
**Action Being Authorized:** [Describe exactly what the board/managers are authorizing — e.g., opening a bank account, approving a loan, hiring an executive, approving a stock issuance, authorizing a merger]
**Meeting Type:** [Regular board meeting / Special meeting / Written consent in lieu of meeting]
**Date:** [Date of meeting or consent]
**Officers/Directors:** [List names and titles of approving parties]
**Resolution Details:** [Any specific terms, dollar amounts, parties, or conditions relevant to the authorization]

Draft a corporate resolution that:
1. Uses the correct formal resolution format for the entity type
2. Contains proper recitals (WHEREAS clauses)
3. Contains clear operative language (RESOLVED clauses)
4. Authorizes the specific action with necessary details
5. Designates who is authorized to execute documents on behalf of the company
6. Includes certification language at the end

If this is a written consent (not a meeting), format accordingly.
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✓ Best Practices

  • Be specific about dollar amounts and parties — vague resolutions may not be accepted by banks
  • Check the company's bylaws for any specific resolution requirements
  • For LLCs, use 'Members' or 'Managers' rather than 'Directors' and 'Board'
  • Have corporate counsel review significant authorizations (mergers, major financings)
  • Keep a minute book with all corporate resolutions — required for maintaining the corporate form

⚠ Limitations

  • State-specific corporate law requirements vary — verify format with local corporate counsel
  • Cannot substitute for corporate counsel on complex transactions requiring resolutions

Expected Output

A properly formatted corporate resolution or written consent with recitals, resolved clauses, and authorization language. Typically 300-600 words.

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