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Resolution to Sell Corporate Shares

Corporate Resolution Sample

Before company shares may be sold or transferred from one person to another, the company must establish a resolution to sell corporate shares.

The sale of this stock must be approved by the company's board of directors. Afterwards, shares would be eligible to be sold from one person to another. Copies of this corporate resolution may also be distributed to stockholders.

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3

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Sample Corporate Resolution to Sell Corporate Shares

(Text Only Version)

COMPANY NAME

Resolution to Sell Corporate Shares

WHEREAS, FULL NAME has duly subscribed for
(NUMBER OF SHARES) shares of the common stock for the aggregate subscription price of PRICE (PRICE NUMERICAL), and

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation to accept said subscription; be it:

RESOLVED, that the Corporation does hereby accept the stock subscription of FULL NAME to purchase (NUMBER OF STOCKS) shares of the Corporation for PRICE (PRICE AMOUNT) and, it is

RESOLVED FURTHER, that upon tender of the subscription price, the Treasurer of the Corporation is to issue to FULL NAME, or his/her nominee,
(NUMBER OF SHARES) shares of the no-par value common stock.

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


What Information Do I Need to Create a Resolution to Sell Corporate Shares?

The purpose of any corporate resolution is to document the actions the board of directors will take on behalf of a corporation. When you create a resolution to sell corporate shares, you need to include the following information:

  1. The legal name of the corporation
  2. Number of shares of the common stock and price of shares
  3. Full name of the Treasurer of the corporation authorized to accept stock subscription, number of stocks for purchase, and subscription price
  4. If not the Treasurer, then full name of the nominee to which shares are to be issued
  5. The state where the business is formed
  6. Information about the directors/members
  7. The current day, month, and year when the agreement is signed
  8. Signature and date signed

This resolution must document the actions that are authorized to be taken by the business and the individuals who will be granted the power of attorney, and should be stored along with your corporate records.

How to Write a Corporate Resolution

A corporate resolution is a formal document that records important decisions made by a corporation's board of directors. To create an effective resolution, ensure it is clear, concise, and structured properly. Here's how to do it:

Add the Date and Resolution Number at the Top

Start by including the date and a unique resolution number at the top of the document. This helps keep resolutions organized and easy to reference in the future.

Give the Resolution a Relevant Title to Reflect the Decision

Use a title that clearly summarizes the purpose of the resolution. This ensures that anyone reading it understands the subject at a glance.

Adopt a Formal Tone Throughout the Resolution

Maintain a professional and formal tone throughout the document. This reinforces the importance and authority of the resolution.

Detail Each Key Statement Clearly and Concisely

Outline the decisions or actions being approved in clear, straightforward language. Include all necessary details to avoid ambiguity.

Conclude the Resolution with a Final Summary Statement

End the resolution with a concise statement summarizing the decision and its intended implementation. This wraps up the document effectively.

List the Names of the Board Members Who Participated in the Vote at the Bottom

Include the names of all board members who participated in the decision, along with their roles, to document the resolution's approval process.

Add a Section for the Board President's Signature

At the bottom of the resolution, provide space for the board president's signature. This finalizes the document and validates the decision made.

Frequently Asked Questions

A letter of intent to sell shares is a simple, written document. It should clearly define the company and whom is selling and buying the shares. State the contact information for all the parties as well as the company's physical address and registered agent. It should be clear which shares are to be sold in the transaction. Enclose any additional legal terms for the deal as well.

Generally, there is a target date agreed on by the buyer for the sale of the shares. Write the letter of intent prior to this target closing date. If the buyer does not complete the legal agreement by this target date, there may be opportunities to renegotiate as agreed on by the buyer and the seller.

Shareholders can file resolutions as a formal way to propose decisions or actions for the company. The process typically involves:
  • Writing a resolution that clearly outlines the proposed action.
  • Submitting the resolution to the company secretary or board of directors.
  • Meeting any thresholds required for shareholder resolutions (e.g., owning a certain percentage of shares).
  • Including the resolution in the agenda for the next shareholder meeting for voting.
In many cases, shareholder approval is required to sell company shares, especially for private companies or significant transactions. The steps to obtain approval include:
  • Notifying shareholders of the proposed sale.
  • Calling a meeting to discuss the sale details.
  • Voting on the sale, with specific thresholds required for approval (e.g., a majority or supermajority vote).
  • Recording the outcome in meeting minutes for compliance purposes.
Whether a company can sell shares without board approval depends on its bylaws and the jurisdiction in which it operates. Generally:
  • The board of directors must approve any issuance or sale of shares to ensure compliance with governance policies.
  • Exceptions may exist for smaller or pre-authorized transactions detailed in the company's articles of incorporation or bylaws.
  • Consulting with legal counsel is often necessary to determine specific requirements.
Yes, a resolution is often required to sell private company shares to ensure proper governance and transparency. The typical process includes:
  • Drafting a resolution outlining the details of the proposed sale.
  • Gaining approval from the board of directors or shareholders, depending on the company's structure.
  • Documenting the resolution and retaining it for compliance records.
Issuing new shares and selling existing shares are distinct processes:
  • Issuing New Shares: The company creates and sells additional shares, increasing the total number of shares and potentially diluting existing shareholders' stakes.
  • Selling Existing Shares: Current shareholders sell their shares to other investors without changing the overall share count or ownership structure of the company.

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