Corporate Resolution – Stock Issuance

Corporate Resolution – Stock Issuance

Unanimous Written Consent of the Board of Directors

Authorizing Issuance of Capital Stock

Corporation: [________________________________]
State of Incorporation: [________________________________]
Date of Consent: [__/__/____]

Preamble

The undersigned, constituting all members of the Board of Directors (the "Board") of [________________________________] (the "Corporation"), a corporation organized under the laws of the State of [________________________________], hereby adopt the following resolutions by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law (or equivalent applicable provision), with the same force and effect as if duly adopted at a properly noticed and convened meeting of the Board:

Recitals

WHEREAS, the Certificate of Incorporation of the Corporation (the "Certificate") authorizes the issuance of up to [________________________________] shares of Common Stock, par value $[____] per share, and [________________________________] shares of Preferred Stock, par value $[____] per share;

WHEREAS, the Corporation has determined it is in its best interests to issue shares of its [Common / Preferred] Stock to the recipient(s) identified herein for the consideration described below;

WHEREAS, the Board has reviewed the applicable securities law exemption(s) under which the proposed issuance will be made and has determined that the issuance qualifies thereunder, subject to the satisfaction of applicable conditions;

WHEREAS, the Board has reviewed and determined the fair market value of the shares to be issued, considering any applicable 409A valuation or board-level fair market value determination;

Proposed Issuance Details

Securities Law Exemption

The proposed issuance is being made in reliance on the following exemption(s) from registration under the Securities Act of 1933, as amended (the "Securities Act"):

☐ Section 4(a)(2) – Private placement to a sophisticated investor(s) who has/have access to the kind of information registration would disclose.

☐ Rule 506(b) of Regulation D – Offering to accredited investors and up to 35 non-accredited-but-sophisticated investors; no general solicitation.

☐ Rule 506(c) of Regulation D – Offering solely to verified accredited investors; general solicitation permitted.

☐ Rule 701 – Compensatory grant to employee, director, or consultant pursuant to a written compensatory benefit plan or contract; no general solicitation.

☐ Rule 504 of Regulation D – Offering not exceeding $10 million in a 12-month period; state registration or exemption required.

☐ Other: [________________________________]

Resolutions

RESOLVED, that the Board hereby authorizes and approves the issuance of [________________________________] shares of the Corporation's [________________________________] Stock (the "Shares") to [________________________________] (the "Recipient") at a purchase price of $[________________________________] per share, for aggregate consideration of $[________________________________], on the terms set forth in the [Stock Purchase Agreement / Restricted Stock Agreement / Option Exercise Notice] to be entered into between the Corporation and the Recipient, the form of which has been presented to the Board;

FURTHER RESOLVED, that the Board hereby determines, upon due consideration of all relevant factors (including the most recent 409A valuation report dated [__/__/____] prepared by [________________________________], if applicable), that the fair market value of the Common Stock as of the date hereof is $[________________________________] per share;

FURTHER RESOLVED, that the Board hereby determines that the consideration to be received for the Shares, consisting of [________________________________], constitutes lawful consideration for the issuance of shares under DGCL § 152 and § 153 (or equivalent applicable law), and that such consideration is adequate for the issuance of the Shares;

FURTHER RESOLVED, that upon receipt of the required consideration, the Shares shall be deemed validly issued, fully paid, and non-assessable;

FURTHER RESOLVED, that the issuance of the Shares shall be made in reliance upon the exemption from registration specified above, and the Board authorizes management to take all actions necessary to ensure compliance with the terms and conditions of such exemption, including without limitation obtaining investor representations and completing any required filings;

FURTHER RESOLVED, that [________________________________], the [Chief Executive Officer / Secretary] of the Corporation, is authorized and directed to:
(a) execute and deliver to the Recipient a stock certificate (if certificated) or update the Corporation's stock ledger and electronic records to reflect the book-entry issuance of the Shares;
(b) execute and deliver on behalf of the Corporation the applicable issuance agreement (e.g., Restricted Stock Agreement, Stock Purchase Agreement);
(c) update the Corporation's capitalization table to reflect the issuance of the Shares;
(d) file or cause to be filed any required notices with the SEC (including Form D, if applicable) and applicable state securities authorities within the applicable time periods;
(e) obtain from the Recipient a completed and executed investor questionnaire, accredited investor certification, or other investor representations as appropriate;
(f) issue any required stop-transfer instructions and cause any required restrictive legends to be placed on the certificate or reflected in the book-entry records;

Post-Issuance Capitalization (Estimated)

Section 83(b) Election Notice

FURTHER RESOLVED, that if the Shares are subject to a vesting schedule or other forfeiture risk constituting a "substantial risk of forfeiture" within the meaning of Section 83 of the Internal Revenue Code, the Corporation shall promptly (and in no event later than five (5) business days after the issuance date) provide the Recipient with: (a) written notice of the availability and requirements of a Section 83(b) election; and (b) a copy of IRS Form 15620 (or a form substantially similar thereto) for use in making the Section 83(b) election;

NOTE TO RECIPIENT: A Section 83(b) election must be filed with the Internal Revenue Service within thirty (30) days of the grant/purchase date. This deadline is strict and cannot be extended. Failure to timely file the election may result in the recognition of ordinary income equal to the fair market value of the Shares (less the purchase price) at each future vesting date, rather than at the time of grant when the shares may have little or no value. Consult your personal tax advisor immediately.

Form D and Blue Sky Compliance

FURTHER RESOLVED, that if the issuance constitutes a securities offering requiring Form D notice under Rule 503 of Regulation D, the officers of the Corporation are authorized and directed to file or cause to be filed a Form D with the SEC no later than fifteen (15) calendar days after the date of the first sale of securities in the offering, and to file any required state securities (blue sky) notices or exemption filings in each state where a Recipient is a resident;

Ratification

FURTHER RESOLVED, that all prior actions taken by the officers, directors, employees, or agents of the Corporation in connection with the authorization, negotiation, and preparation of the stock issuance described herein are hereby ratified, confirmed, and approved in all respects.

Director Signatures – Unanimous Written Consent

Secretary's Certification

I, [________________________________], the duly elected, qualified, and acting Secretary of the Corporation, hereby certify that the foregoing resolutions were duly adopted by the unanimous written consent of all directors of the Corporation as of [__/__/____]; that such resolutions remain in full force and effect as of the date of this certification; and that such resolutions have not been modified, rescinded, or revoked.

__________________________________
[________________________________], Secretary
Date: [__/__/____]

Corporate Seal (if applicable): ______

Practitioner Notes:
- Under DGCL § 152, the board must authorize the issuance of stock and determine that the consideration received is adequate.
- Rule 701 requires that aggregate option grants in a 12-month period not exceed the greater of (i) $1 million, (ii) 15% of total assets, or (iii) 15% of outstanding securities of the class. Above $10 million in a 12-month period, the issuer must provide financial statements.
- A Section 83(b) election must be filed using IRS Form 15620 (available as of November 2024; e-filing available as of June 2025) within 30 days of grant. A copy must also be provided to the Corporation.
- If the issuance is to a non-U.S. person, consider Regulation S exemption and applicable CFIUS analysis for sensitive industries.
- California requires separate state notice filings; NY, TX, FL and most other states have their own blue sky requirements for Regulation D offerings.