Corporate Resolution – Stock Issuance Template

Corporation: [Company Name]
State of Incorporation: [State]
Date: [Date]

At a meeting of the Board of Directors of [Company Name] duly called and held on [Date], at which a quorum was present, the following resolutions were adopted:

Resolution Authorizing Stock Issuance

WHEREAS, the Board has determined it is advisable to issue shares of the Corporation to [Recipient Name/Investor] pursuant to [Subscription Agreement/Investment];

RESOLVED, that the Corporation is authorized to issue [Number] shares of [Class/Series] Stock at a purchase price of $[Price] per share for aggregate consideration of $[Total], upon the terms set forth in the [Subscription Agreement/Stock Purchase Agreement];

FURTHER RESOLVED, that [Authorized Officer] is authorized to accept payment, issue certificates or update book-entry records, and take all steps necessary to effect the issuance, including compliance with applicable securities laws and filing of any required notices;

FURTHER RESOLVED, that the officers of the Corporation are authorized to update the stock ledger, capitalization table, and maintain records reflecting the issuance;

FURTHER RESOLVED, that the Corporation’s officers are authorized to execute and deliver any documents, certificates, or filings necessary in connection with the issuance, including state and federal securities filings (e.g., Form D);

FURTHER RESOLVED, that the Board ratifies any prior actions taken by officers in connection with the issuance.

Certification

I, [Name], [Title – e.g., Secretary] of [Company Name], certify that the foregoing resolutions were adopted and remain in full force and effect as of the date set forth below.

Dated: ____

[Name], [Title]

Corporate Seal (if applicable)