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Resolution to Acquire Assets of Business

Sample Corporate Resolution

COMPANY NAME

Resolution to Acquire Assets of Business

WHEREAS, it is considered advisable for the Corporation to purchase and acquire all or substantially all of the business assets of COMPANY NAME, as a going business concern, be it:

RESOLVED, that the Corporation execute an agreement to purchase the business assets of COMPANY NAME all in accordance with a purchase agreement annexed hereto, and be it:

RESOLVED FURTHER, that the President of the Corporation be authorized to execute such further documents and undertake such other acts as are reasonably required to carry out and consummate said transaction to purchase assets.

RESOLVED, that the Board of Directors be and is authorized and empowered to take all actions necessary to sell and dispose of the assets and properties of the Corporation, all upon such price and terms as the Board in its discretion deems to be in the best interests of the Corporation.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of COMPANY NAME,a corporation duly formed pursuant to the laws of the state of YOUR STATE and that the foregoing is a true record of a resolution duly adopted at a meeting of the DIRECTORS/MEMBERS and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on MEETING DATE,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this DAY OF THE WEEK, CURRENT MONTH of CURRENT YEAR.

SECRETARY NAME, Secretary


Is a Corporate Resolution to Acquire Business Assets Required?

Yes, a corporate resolution is typically required when acquiring business assets. It serves as formal documentation of the board of directors' approval and outlines the details of the transaction, ensuring transparency and legal compliance.

Who Is Responsible for Creating Corporate Resolutions?

Corporate resolutions are usually created by the corporation's secretary or legal team. They draft the resolution based on the board's decisions, ensuring that all necessary details and approvals are properly recorded and documented.

Note: To use our free corporate resolution samples, start by replacing the highlighted areas of the document with your company's information. Once you are done editing, export as a word document or print directly from the toolbar.

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Frequently Asked Questions

A board resolution for a business acquisition is typically signed or certified by:
  • The company secretary, who ensures the resolution complies with corporate governance rules.
  • A director authorized by the board to sign resolutions on its behalf.
  • In some cases, both the chairman of the board and the company secretary may need to sign for added validity.
Certification often involves including the company's official seal and attaching proof of authority if required by a third party.
Drafting a board resolution for acquiring a sole proprietorship involves the following steps:
  • Begin with a clear title, such as "Resolution for the Acquisition of [Sole Proprietorship Name]."
  • State the authority of the board to approve the acquisition and outline the purpose of the resolution.
  • Include detailed information about the sole proprietorship, such as the name, assets, and terms of acquisition.
  • Specify the board members who approve the resolution and authorize the necessary actions.
  • Conclude with the date, signatures of authorized persons, and any required certification.
When presenting a board resolution to a bank, you will typically need to include:
  • A certified copy of the board resolution, signed and sealed if required.
  • Identification documents for authorized signatories mentioned in the resolution.
  • Proof of the board's authority, such as a copy of the company's articles of incorporation or bylaws.
  • Supporting documents related to the acquisition, such as contracts or agreements.
  • Any additional forms the bank may require, such as account update or transfer forms.
Yes, a corporate board resolution template can be customized to fit different acquisitions. Customization typically involves:
  • Inserting the specific details of the acquisition, such as the name of the business being acquired and the transaction terms.
  • Modifying any language to reflect the nature of the acquisition, whether it involves shares, assets, or other components.
  • Including additional clauses or conditions unique to the transaction, such as contingencies or timelines.
  • Ensuring compliance with any legal requirements for resolutions in your jurisdiction.
A legal review is often recommended to ensure the template meets all necessary criteria.
Yes, board resolutions for acquisitions must meet certain legal requirements to be valid. These include:
  • Compliance with the company's bylaws or articles of incorporation, which outline how resolutions should be handled.
  • Approval by the required majority of board members, as specified in governance documents.
  • Proper documentation, including the resolution text, meeting minutes, and signatures of authorized individuals.
  • Adherence to any industry-specific or jurisdictional regulations governing acquisitions.
Consulting with a corporate lawyer can ensure all legal requirements are fulfilled.

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