[{"data":1,"prerenderedAt":539},["ShallowReactive",2],{"document-board-resolution-approving-sale-of-shares-D49":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":190,"customdescription":6,"mdFm":191,"mdProseHtml":538},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BOARD RESOLUTION OF [YOUR COMPANY NAME] APPROVING THE SALE OF SHARES RESOLVED: THAT the Corporation sell and transfer to [COMPANY NAME] the [NUMBER] Class [SPECIFY] Common Shares in the authorized capital stock of [COMPANY NAME] held by the Corporation, the whole subject to and substantially upon the same terms and conditions contained in a draft share purchase agreement between the Corporation and, inter alia, [COMPANY NAME] submitted to and reviewed by the Board of Directors of the Corporation (the \"Share Purchase Agreement\"); THAT the Corporation be and it is hereby authorized to enter into the Share Purchase Agreement; THAT any officer or director of the Corporation, acting alone, be and he is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute and deliver the Share Purchase Agreement with such changes as he in his discretion may deem fit, his signature being conclusive proof of the execution of the Share Purchase Agreement by the Corporation, as well as to execute and deliver all such other deeds, documents, instruments in writing and to perform and do all such acts and things as he in his discretion may consider to be necessary, desirable or useful for the purpose of giving effect to this resolution. UNANIMOUS SHAREHOLDERS' AGREEMENT RESOLVED:",null,"Board Resolution Approving Sale of Shares","1",39,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-sale-of-shares-D49.png","https://templates.business-in-a-box.com/imgs/250px/49.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#49.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","board resolution approving sale shares","Board Resolution Approving Sale of Shares Template","https://templates.business-in-a-box.com/imgs/400px/49.png","https://templates.business-in-a-box.com/imgs/600px/49.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Administration","/templates/business-administration/",{"label":39,"url":40},"Board Governance","/templates/board-governance/",[42,46,50,54,58,62,66,70,74,78,82,86,90,107,125,140,159,174],{"label":43,"url":44,"thumb":45,"extension":10},"Board Resolution Approving Purchase of Shares","/template/board-resolution-approving-purchase-of-shares-D5151","https://templates.business-in-a-box.com/imgs/250px/5151.png",{"label":47,"url":48,"thumb":49,"extension":10},"Board Resolution Approving Sale of Assets","/template/board-resolution-approving-sale-of-assets-D48","https://templates.business-in-a-box.com/imgs/250px/48.png",{"label":51,"url":52,"thumb":53,"extension":10},"Board Resolution Approving Subdivision of Issued Shares","/template/board-resolution-approving-subdivision-of-issued-shares-D50","https://templates.business-in-a-box.com/imgs/250px/50.png",{"label":55,"url":56,"thumb":57,"extension":10},"Board Resolution Approving Sale Agreement Sole Director","/template/board-resolution-approving-sale-agreement-sole-director-D5152","https://templates.business-in-a-box.com/imgs/250px/5152.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":63,"url":64,"thumb":65,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":67,"url":68,"thumb":69,"extension":10},"Board Resolution Approving Negotiation","/template/board-resolution-approving-negotiation-D5150","https://templates.business-in-a-box.com/imgs/250px/5150.png",{"label":71,"url":72,"thumb":73,"extension":10},"Board Resolution Approving Compensation for Board of Directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39","https://templates.business-in-a-box.com/imgs/250px/39.png",{"label":75,"url":76,"thumb":77,"extension":10},"Board Resolution Approving Acquisition of Business Assets","/template/board-resolution-approving-acquisition-of-business-assets-D34","https://templates.business-in-a-box.com/imgs/250px/34.png",{"label":79,"url":80,"thumb":81,"extension":10},"Board Resolution Approving Dissolution of Subsidiary","/template/board-resolution-approving-dissolution-of-subsidiary-D5149","https://templates.business-in-a-box.com/imgs/250px/5149.png",{"label":83,"url":84,"thumb":85,"extension":10},"Board Resolution Approving Amendments of Bylaws","/template/board-resolution-approving-amendments-of-bylaws-D37","https://templates.business-in-a-box.com/imgs/250px/37.png",{"label":87,"url":88,"thumb":89,"extension":10},"Board Resolution Approving Rights Offering","/template/board-resolution-approving-rights-offering-D47","https://templates.business-in-a-box.com/imgs/250px/47.png",{"description":91,"descriptionCustom":6,"label":92,"pages":8,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":98,"keywords":105,"url":106},"ACTION BY WRITTEN CONSENT OF STOCKHOLDERS [YOUR COMPANY NAME] WHEREAS, pursuant to [STATE/COUNTRY] Corporation Laws and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the stockholders of this corporation pursuant to this Written Consent. NOW, THEREFORE, BE IT RESOLVED that the undersigned stockholders of this corporation hereby consent to approve and adopt the following: RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation and attached as an Exhibit to the Action of Incorporation are hereby ratified, approved and adopted as the Bylaws of this corporation.","Action by Written Consent of Shareholders",36,"https://templates.business-in-a-box.com/imgs/1000px/action-by-written-consent-of-shareholders-D22.png","https://templates.business-in-a-box.com/imgs/250px/22.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#22.xml",{"title":6,"description":6},[99,101,103],{"label":17,"url":100},"business-plan-kit",{"label":20,"url":102},"board-of-directors",{"label":23,"url":104},"business-resolutions","action by written consent shareholders","/template/action-by-written-consent-of-shareholders-D22",{"description":108,"descriptionCustom":6,"label":109,"pages":110,"size":111,"extension":10,"preview":112,"thumb":113,"svgFrame":114,"seoMetadata":115,"parents":117,"keywords":116,"url":124},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":133,"description":6},"non disclosure agreement nda",[135,136],{"label":119,"url":120},{"label":137,"url":138},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":141,"descriptionCustom":6,"label":142,"pages":143,"size":144,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":149,"keywords":157,"url":158},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[150,153,156],{"label":151,"url":152},"Human Resources","human-resources",{"label":154,"url":155},"Hire an Employee","hire-employee",{"label":119,"url":120},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[169],{"label":170,"url":171},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":175,"descriptionCustom":6,"label":176,"pages":8,"size":177,"extension":10,"preview":178,"thumb":179,"svgFrame":180,"seoMetadata":181,"parents":182,"keywords":188,"url":189},"MINUTES OF MEETING OF DIRECTORS [YOUR COMPANY NAME] Opening: Minutes of a meeting of the Board of Directors of [YOUR COMPANY NAME] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. ","Minutes of Meeting of Directors",28,"https://templates.business-in-a-box.com/imgs/1000px/minutes-of-meeting-of-directors-D14.png","https://templates.business-in-a-box.com/imgs/250px/14.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14.xml",{"title":6,"description":6},[183,184,185],{"label":17,"url":100},{"label":20,"url":102},{"label":186,"url":187},"Meeting Minutes","meeting-minutes","minutes meeting directors","/template/minutes-of-meeting-of-directors-D14",false,{"seo":192,"reviewer":204,"legal_disclaimer":208,"quick_facts":209,"at_a_glance":211,"personas":215,"variants":240,"glossary":266,"clauses":300,"how_to_fill":351,"common_mistakes":392,"faqs":417,"industries":445,"comparisons":462,"diy_vs_lawyer":479,"jurisdictions":492,"related_template_ids_curated":513,"schema":525,"classification":526},{"meta_title":193,"meta_description":194,"primary_keyword":195,"secondary_keywords":196},"Board Resolution Approving Sale of Shares Template (Free Word)","Free board resolution template to authorize a sale or transfer of shares. Covers new issuances, treasury share sales, and bylaw-required board consent. Free Word and PDF download.","board resolution approving sale of shares template",[197,198,199,200,201,202,203],"board resolution share sale template","board resolution authorizing share transfer","board resolution share issuance template","corporate resolution sale of shares","board resolution template word","resolution to approve share transfer","directors resolution share sale",{"name":205,"credential":206,"reviewed_date":207},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":210,"legal_review_recommended":208,"signature_required":208,"notarization_required":190},"advanced",{"what_it_is":212,"when_you_need_it":213,"whats_inside":214},"A Board Resolution Approving Sale of Shares is a formal corporate governance document in which the board of directors votes to authorize the company to sell, issue, or transfer shares of stock. This free Word download gives you a ready-to-edit resolution covering new share issuances, treasury share dispositions, and consent-required transfers under a shareholders' agreement or company bylaws — exportable as PDF and signable by all directors.\n","Use it whenever a share transaction requires documented board authority — including issuing new equity to investors or employees, selling treasury shares, approving a shareholder's request to transfer shares to a third party, or satisfying a pre-emptive-rights process under the company's governing documents.\n","Recitals establishing board authority, identification of the shares being authorized, the price or valuation basis, conditions precedent to closing, officer authorization to execute transaction documents, and director signatures confirming unanimous or majority approval.\n",[216,220,224,228,232,236],{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Documenting board approval for a seed or Series A equity round","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"Corporate secretaries","Maintaining a compliant minute book after every share transaction","persona-corporate-secretary",{"title":225,"use_case":226,"icon_asset_id":227},"Small business owners","Approving the sale of shares to a new co-owner or business partner","persona-small-business-owner",{"title":229,"use_case":230,"icon_asset_id":231},"CFOs and finance directors","Authorizing treasury share sales as part of a buyback reversal or ESOP grant","persona-cfo",{"title":233,"use_case":234,"icon_asset_id":235},"M&A and transactional lawyers","Satisfying closing conditions that require certified board authorization","persona-lawyer",{"title":237,"use_case":238,"icon_asset_id":239},"Private equity and venture fund managers","Confirming portfolio company board consent before closing a secondary transaction","persona-investor",[241,244,248,251,254,258,262],{"situation":242,"recommended_template":7,"slug":243},"Issuing new shares to an angel or venture capital investor","board-resolution-approving-sale-of-shares-D49",{"situation":245,"recommended_template":246,"slug":247},"Approving a shareholder's transfer to a third-party buyer","Board Resolution Approving Transfer of Shares","board-resolution-approving-purchase-of-shares-D5151",{"situation":249,"recommended_template":250,"slug":247},"Granting stock options to employees under an equity plan","Board Resolution Approving Stock Option Plan",{"situation":252,"recommended_template":253,"slug":247},"Repurchasing shares from a departing founder or employee","Board Resolution Approving Share Buyback",{"situation":255,"recommended_template":256,"slug":257},"Authorizing a rights offering or pre-emptive share issuance","Board Resolution Approving Rights Issue","board-resolution-approving-rights-offering-D47",{"situation":259,"recommended_template":260,"slug":261},"Issuing shares as consideration in an acquisition","Board Resolution Approving Share-for-Share Exchange","board-resolution-for-share-issuance-D13905",{"situation":263,"recommended_template":264,"slug":265},"Documenting a unanimous written resolution in lieu of a meeting","Unanimous Written Consent of the Board of Directors","action-by-written-consent-of-shareholders-D22",[267,270,273,276,279,282,285,288,291,294,297],{"term":268,"definition":269},"Board Resolution","A formal written record of a decision made by a company's board of directors, creating documented authority for a specific corporate action.",{"term":271,"definition":272},"Authorized Shares","The maximum number of shares a company is permitted to issue under its articles of incorporation or certificate of incorporation.",{"term":274,"definition":275},"Issued and Outstanding Shares","Shares that have been formally sold or granted to shareholders and currently held by them — the subset of authorized shares that have been distributed.",{"term":277,"definition":278},"Treasury Shares","Shares previously issued to shareholders that the company has repurchased and holds internally — they may be reissued or cancelled.",{"term":280,"definition":281},"Pre-emptive Rights","A contractual or statutory right giving existing shareholders the first opportunity to purchase new shares before they are offered to outside parties, preserving their ownership percentage.",{"term":283,"definition":284},"Shareholders' Agreement","A private contract among shareholders — and often the company — governing share transfers, tag-along and drag-along rights, board composition, and other equity-related matters.",{"term":286,"definition":287},"Share Transfer Restriction","A provision in bylaws, articles, or a shareholders' agreement that limits or conditions a shareholder's ability to sell or transfer shares without board or shareholder approval.",{"term":289,"definition":290},"Consideration","The price or other value exchanged for the shares — which may be cash, property, services, or a promissory note, depending on applicable corporate law.",{"term":292,"definition":293},"Unanimous Written Consent","A procedure allowing directors or shareholders to approve a resolution without a formal meeting, provided all entitled parties sign the written consent document.",{"term":295,"definition":296},"Capitalization Table (Cap Table)","A spreadsheet recording all equity owners, share classes, quantities held, and the resulting ownership percentages — updated after every share transaction.",{"term":298,"definition":299},"Closing Conditions","Specific requirements — such as regulatory approval, payment of consideration, or delivery of executed documents — that must be satisfied before a share transaction legally closes.",[301,306,311,316,321,326,331,336,341,346],{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Recitals and authority","Establishes that the board has the power to authorize the transaction, citing the company's articles of incorporation, bylaws, and applicable corporate statute.","WHEREAS, [COMPANY NAME] (the 'Company') is a [ENTITY TYPE] organized under the laws of [JURISDICTION]; and WHEREAS, the board of directors (the 'Board') is authorized under the Company's [BYLAWS / ARTICLES] and [APPLICABLE STATUTE] to authorize the issuance and sale of shares of the Company's capital stock;","Citing the wrong corporate statute or an outdated bylaw section — if the resolution references a provision that was amended, the authority chain breaks and the transaction may need to be re-authorized.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Description of shares authorized","Identifies precisely which shares are being sold or transferred — class, series, number of shares, and CUSIP or certificate number if applicable.","RESOLVED, that the Company is hereby authorized to issue and sell [NUMBER] shares of [CLASS] Stock, [SERIES], at a purchase price of $[PRICE] per share (the 'Shares'), to [BUYER NAME] (the 'Purchaser').","Stating a share count that exceeds the remaining authorized-but-unissued shares — the resolution is void as to any excess, and closing on an over-authorization exposes directors to personal liability.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Purchase price and valuation basis","States the per-share price, the total consideration, and — where required — the basis for concluding the price is fair value (e.g., a 409A valuation for US companies).","RESOLVED, that the Board determines the per-share price of $[PRICE] to be the fair market value of the Shares as of [DATE], based on [409A VALUATION / BOARD DETERMINATION / INDEPENDENT APPRAISAL], and hereby approves such price as adequate consideration.","Omitting the valuation basis for below-market or equity-plan issuances. The IRS requires a 409A valuation to support exercise prices for US stock options; missing documentation triggers immediate income recognition and penalties for option holders.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Pre-emptive rights waiver or compliance","Confirms either that existing shareholders have waived or do not hold pre-emptive rights with respect to the transaction, or that the required notice and offer period has been completed.","RESOLVED, that the Board confirms that [the holders of pre-emptive rights under the Shareholders' Agreement have waived such rights in writing / the required [X]-day pre-emptive rights notice period expired on [DATE] without any shareholder exercising such rights] with respect to the Shares.","Proceeding without documenting the pre-emptive rights analysis at all. If a shareholder later asserts unwaived pre-emptive rights, the transaction can be unwound — taking a funding round or acquisition with it.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Conditions precedent to closing","Lists the specific conditions that must be satisfied before the share transaction closes — such as payment, regulatory filings, or delivery of executed documents.","RESOLVED, that the issuance of the Shares is conditioned upon: (a) receipt by the Company of the full purchase price of $[TOTAL AMOUNT] in immediately available funds; (b) execution of a [SUBSCRIPTION AGREEMENT / SHARE PURCHASE AGREEMENT] in form approved herein; and (c) [ANY REGULATORY APPROVAL / FILING].","Listing conditions precedent in a vague or open-ended way — for example, 'subject to completion of due diligence.' If a condition is not objectively verifiable, one party can assert it was never satisfied and halt the closing.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Officer authorization","Delegates authority to one or more named officers to execute all documents, make required filings, and take any other actions necessary to complete the transaction.","RESOLVED, that the [CEO / President / CFO] of the Company, and each of them acting alone, is hereby authorized and directed to execute and deliver, on behalf of the Company, such agreements, instruments, certificates, and documents as may be necessary or desirable to consummate the transaction authorized herein.","Naming a specific officer by name rather than by title — if that person has resigned or changed roles by closing, the authority delegation fails and the transaction requires a new resolution.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Update of corporate records and cap table","Directs the corporate secretary or officer to update the share register, issue share certificates (or book-entry records), and file any required notices with the company's registrar.","RESOLVED, that the Secretary of the Company is hereby directed to record the issuance of the Shares in the Company's share register, update the capitalization table accordingly, and issue share certificates (or book-entry notation) to [BUYER NAME] promptly following closing.","Treating the share register update as an administrative afterthought. An outdated cap table creates conflicting records of ownership that can derail future financings, audits, and M&A transactions.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Regulatory and securities law compliance","Confirms the board's determination that the issuance qualifies for an applicable securities exemption and directs the appropriate filings — such as Form D in the US or an exempt distribution report in Canada.","RESOLVED, that the Board determines that the issuance of the Shares qualifies as an exempt transaction under [RULE 506(b) / REGULATION D / SECTION 4(a)(2)] of the Securities Act of 1933, as amended, and that the appropriate officers are authorized to file any required notices, including Form D, within the time required by applicable law.","Assuming that a private share sale is automatically exempt from securities registration. The exemption must be specifically identified and documented — and the conditions (e.g., accredited investor status) verified and recorded before closing.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Ratification of prior actions","Ratifies any actions already taken by officers or directors in connection with the transaction before the resolution was formally adopted.","RESOLVED, that all actions taken by the officers and directors of the Company prior to the date hereof in connection with the transactions contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.","Omitting the ratification clause when officers negotiated term sheets or signed letters of intent before the board formally met. Without it, those prior commitments may lack corporate authority and could be challenged by the counterparty or a later acquirer.",{"name":347,"plain_english":348,"sample_language":349,"common_mistake":350},"Effectiveness and certification","States when the resolution takes effect, provides for the corporate secretary to certify a copy for delivery to banks, transfer agents, or counterparties, and confirms the quorum and vote.","This resolution is adopted by [unanimous written consent / vote of the Board at a duly called meeting at which a quorum was present] as of [DATE]. The Secretary is authorized to certify a copy of these resolutions to any third party requiring evidence of the Board's authorization.","Failing to record the vote count and quorum confirmation. If only some directors signed or the meeting lacked quorum, the resolution is invalid — a deficiency that typically surfaces during legal due diligence on a subsequent financing or sale.",[352,357,362,367,372,377,382,387],{"step":353,"title":354,"description":355,"tip":356},1,"Confirm the company's authorized share capital","Check the articles of incorporation or certificate of incorporation to confirm the total authorized shares, the share classes available, and how many remain unissued. The resolution cannot authorize issuance of shares beyond the authorized limit.","Pull the current cap table and cross-reference it with the articles before drafting — a five-minute check prevents a void resolution.",{"step":358,"title":359,"description":360,"tip":361},2,"Identify the shares, buyer, and consideration","Enter the exact class, series, and number of shares being sold, the full legal name of the buyer, and the per-share price and total consideration. If consideration is non-cash, describe it specifically.","For equity-plan grants, confirm you have a current 409A valuation report dated within 12 months — document the valuation basis in the resolution to satisfy IRS requirements.",{"step":363,"title":364,"description":365,"tip":366},3,"Address pre-emptive rights","Review the shareholders' agreement and bylaws to determine whether existing shareholders hold pre-emptive rights. Either obtain signed waivers before the board meeting or document that the required notice period has elapsed with no exercise.","Collect waivers in writing — even a countersigned email from each rights holder — and attach them as an exhibit to the resolution.",{"step":368,"title":369,"description":370,"tip":371},4,"Set the conditions precedent","List every specific, objectively verifiable condition that must be satisfied before the shares are issued — payment amount, agreement execution, regulatory filing, or accredited investor confirmation. Vague conditions create closing risk.","Mirror the conditions precedent in the share purchase or subscription agreement so both documents are consistent.",{"step":373,"title":374,"description":375,"tip":376},5,"Identify the authorized officer by title","Delegate execution authority to a named title — CEO, President, or CFO — not to an individual by name, so the authorization survives personnel changes between resolution and closing.","If the transaction is material, authorize two officers acting jointly to provide an additional layer of internal control.",{"step":378,"title":379,"description":380,"tip":381},6,"Confirm the securities law exemption","Identify the specific exemption on which the company is relying — Regulation D Rule 506(b), Section 4(a)(2), a Canadian prospectus exemption, or another applicable provision — and ensure buyer qualification is verified and documented before closing.","For Regulation D offerings, set a reminder to file Form D within 15 days of the first sale — the penalty is a one-year ban from using Regulation D in that state.",{"step":383,"title":384,"description":385,"tip":386},7,"Obtain director signatures and confirm quorum","Have all directors sign the resolution, or if a formal meeting is held, record the vote count and confirm that a quorum was present. For unanimous written consent, all directors with voting rights must sign.","Use Business in a Box eSign to timestamp each director's signature and store the executed resolution in the company's digital minute book automatically.",{"step":388,"title":389,"description":390,"tip":391},8,"Update the share register and cap table at closing","Once all closing conditions are satisfied, direct the corporate secretary to record the new shares in the share register, update the cap table, and issue certificates or book-entry records to the buyer.","Send the buyer a certified copy of the resolution together with the share certificate — it documents their title to the shares and satisfies most lender and future-investor requirements.",[393,397,401,405,409,413],{"mistake":394,"why_it_matters":395,"fix":396},"Authorizing more shares than are unissued","A resolution that exceeds the company's authorized share capital is void as to the excess. Closing on it exposes directors to personal liability and creates defective title that must be unwound.","Pull the articles of incorporation and current cap table before drafting. If the authorized limit is insufficient, amend the articles — with shareholder approval — before adopting the resolution.",{"mistake":398,"why_it_matters":399,"fix":400},"Skipping the pre-emptive rights analysis","A shareholder who holds unwaived pre-emptive rights can challenge the transaction, seek an injunction, or demand dilution compensation after the fact — potentially unwinding a completed funding round.","Before every new issuance, identify all rights holders, send the required offer notice, and either collect signed waivers or wait out the notice period before the board votes.",{"mistake":402,"why_it_matters":403,"fix":404},"Naming an officer by name instead of by title","If the named individual has left the company or changed roles by the time of closing, the delegation of authority is invalid — requiring a new resolution and potentially delaying the transaction.","Always delegate to the office, not the person: 'the Chief Executive Officer of the Company, and any successor to such office, is hereby authorized.'",{"mistake":406,"why_it_matters":407,"fix":408},"Omitting the securities exemption identification","Every private share sale must rely on a documented exemption from registration. Proceeding without one creates an unregistered securities offering — a violation that can trigger rescission rights for the buyer and regulatory sanctions.","Identify the specific exemption, confirm buyer qualification (e.g., accredited investor status), and file required notices (Form D, exempt distribution report) within the applicable deadline.",{"mistake":410,"why_it_matters":411,"fix":412},"Failing to record the quorum and vote","A resolution adopted at a meeting that lacked quorum, or where the vote count was not documented, is procedurally defective. Legal due diligence on a later financing or M&A transaction will flag it.","Record the number of directors present, the number constituting a quorum under the bylaws, and the vote tally (for, against, abstaining) at the top of every resolution adopted at a meeting.",{"mistake":414,"why_it_matters":415,"fix":416},"Not updating the share register after closing","The share register is the legal record of ownership. An outdated register creates conflicting evidence of title, complicates dividend payments, and stalls future financings or audits that require a certified cap table.","Build share register and cap table updates into the closing checklist — treat them as a closing deliverable, not a post-closing administrative task.",[418,421,424,427,430,433,436,439,442],{"question":419,"answer":420},"What is a board resolution approving sale of shares?","A board resolution approving sale of shares is a formal corporate document in which the directors of a company vote to authorize the issuance, sale, or transfer of shares of the company's stock. It records the board's authority, identifies the shares and parties involved, sets the price and conditions, and delegates authority to officers to complete the transaction. Without it, a share transaction typically lacks valid corporate authorization and may be challenged or unwound.\n",{"question":422,"answer":423},"When is a board resolution required to sell or transfer shares?","A board resolution is typically required whenever a company issues new shares to investors or employees, sells treasury shares, or approves a shareholder's request to transfer shares to a third party where the bylaws or shareholders' agreement requires board consent. Even where not strictly mandated, adopting a resolution creates a documented authority trail that protects directors personally and satisfies legal due diligence in future financings and acquisitions.\n",{"question":425,"answer":426},"Can a board resolution be adopted without a formal meeting?","Yes. In most jurisdictions, directors may adopt a resolution by unanimous written consent — without convening a meeting — provided all directors entitled to vote sign the written consent. This is the most common method for routine share transactions in private companies. However, if unanimous consent is not possible, a duly noticed meeting with quorum present is required, and the vote must be recorded in the minutes.\n",{"question":428,"answer":429},"What is the difference between a board resolution and a shareholders' resolution for share sales?","A board resolution authorizes the company to proceed with a share transaction as a corporate action. A shareholders' resolution approves actions that require shareholder consent under the articles or applicable law — such as authorizing additional share capital, approving a new share class, or waiving pre-emptive rights collectively. Many transactions require both: a shareholders' resolution to create the authority, and a board resolution to exercise it for a specific transaction.\n",{"question":431,"answer":432},"Does a board resolution need to be notarized?","In most jurisdictions, a board resolution does not need to be notarized to be valid. Director signatures on the resolution, confirmed by a certificate of the corporate secretary, are generally sufficient for domestic transactions and most lenders. Some cross-border transactions, foreign regulatory filings, or real estate transfers involving corporate shares may require notarization or apostille — consult local counsel when the resolution will be submitted to a foreign authority.\n",{"question":434,"answer":435},"What happens if the board approves a share sale that exceeds the authorized share capital?","Any purported issuance of shares beyond the company's authorized capital is void as a matter of corporate law in most jurisdictions. The buyer receives no valid title to the excess shares, and directors who approved the over-authorization may face personal liability. The fix is to amend the articles of incorporation — with shareholder approval — to increase authorized capital before adopting the board resolution.\n",{"question":437,"answer":438},"What securities law filings are required after a board-approved share sale?","In the US, a private placement relying on Regulation D requires a Form D filing with the SEC within 15 days of the first sale, plus state blue-sky notice filings in states where investors are located. In Canada, an exempt distribution report must be filed with provincial securities regulators within 10 days of closing. In the UK and EU, the applicable exemption must be documented and in some cases notified to the relevant regulator. Consult securities counsel to confirm the specific obligations for your transaction.\n",{"question":440,"answer":441},"How long should a board resolution be kept on file?","Board resolutions should be retained permanently as part of the company's minute book. Corporate records of share issuances are referenced in every future financing round, M&A transaction, and regulatory audit — sometimes years or decades later. Most jurisdictions require companies to maintain corporate records for at least 7–10 years, but for foundational documents like share authorizations, indefinite retention is the standard practice.\n",{"question":443,"answer":444},"Do I need a lawyer to prepare a board resolution approving a share sale?","For straightforward domestic share issuances — such as a seed round to accredited investors or a new partner joining a private company — a well-drafted template is typically sufficient for the resolution itself. Legal review is strongly recommended when the transaction involves complex terms (liquidation preferences, anti-dilution), cross-border buyers, regulated industries, or a securities exemption that requires careful qualification. A 1–2 hour lawyer review typically costs $300–$800 and is worth it for any transaction above $100K.\n",[446,450,454,458],{"industry":447,"icon_asset_id":448,"specifics":449},"Technology / SaaS","industry-saas","Seed and Series A issuances to institutional investors, SAFE note conversions, and ESOP grants require board resolutions at each step to maintain a clean cap table for future due diligence.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Regulatory licensing conditions may require prior approval from a financial regulator before shares can be issued to new investors, making the board resolution one step in a multi-stage approval process.",{"industry":455,"icon_asset_id":456,"specifics":457},"Real Estate","industry-real-estate","Special purpose vehicle (SPV) share issuances to co-investors require board resolutions that also address any first-refusal rights among existing SPV members and any lender consent requirements.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional Services","industry-professional-services","Admitting a new equity partner often involves issuing shares or units to an individual who is also an employee, requiring the resolution to address both the employment relationship and the equity grant terms simultaneously.",[463,467,471,475],{"vs":464,"vs_template_id":465,"summary":466},"Shareholders' Resolution","D{SHAREHOLDERS_RESOLUTION_ID}","A shareholders' resolution records a decision made by the company's owners rather than its directors — typically required to authorize new share classes, increase authorized capital, or waive pre-emptive rights collectively. A board resolution then exercises the authority shareholders created. Many share transactions require both documents in sequence.",{"vs":468,"vs_template_id":469,"summary":470},"Share Purchase Agreement","D{SHARE_PURCHASE_AGREEMENT_ID}","A share purchase agreement is the binding contract between buyer and seller governing price, representations, warranties, and closing mechanics. A board resolution authorizes the company to enter into and perform that agreement. The resolution is internal corporate authority; the agreement is the external contractual obligation — both are required for a complete transaction record.",{"vs":472,"vs_template_id":473,"summary":474},"Unanimous Written Consent of the Board","unanimous-written-consent-of-the-board-of-directors-D3763","A unanimous written consent achieves the same corporate authorization as a board resolution but without a formal meeting — all directors sign a single document instead of voting at a duly noticed meeting. Use the written consent for routine or time-sensitive transactions; use a formal meeting resolution when not all directors can be reached or when the transaction warrants deliberation on the record.",{"vs":476,"vs_template_id":477,"summary":478},"Stock Option Agreement","D{STOCK_OPTION_AGREEMENT_ID}","A stock option agreement grants an individual the right to purchase shares at a fixed price in the future — it does not itself authorize the underlying share issuance. The board resolution approves the option plan and the pool of shares reserved for it; the option agreement documents each individual grant. Both documents are required to establish a valid equity incentive program.",{"use_template":480,"template_plus_review":484,"custom_drafted":488},{"best_for":481,"cost":482,"time":483},"Straightforward domestic share issuances to accredited investors or new partners in a private company with no complex terms","Free","30–60 minutes",{"best_for":485,"cost":486,"time":487},"Transactions above $100K, cross-border buyers, ESOP grants requiring 409A support, or companies with existing shareholders' agreements","$300–$800","1–2 days",{"best_for":489,"cost":490,"time":491},"Institutional funding rounds with preferred share terms, regulated industries requiring prior regulatory consent, or multi-jurisdiction transactions","$1,500–$5,000+","1–2 weeks",[493,498,503,508],{"code":494,"name":495,"flag_asset_id":496,"note":497},"us","United States","flag-us","Board authority to issue shares is governed by the state of incorporation — typically Delaware's DGCL or the applicable state business corporation act. New equity issuances to investors must rely on a federal securities exemption (most commonly Regulation D Rule 506(b) or 506(c)) and require a Form D filing with the SEC within 15 days of the first sale. State blue-sky filings may also be required. For equity plan grants, a 409A valuation is required to support the exercise price and avoid adverse tax consequences for option holders under IRC Section 409A.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"ca","Canada","flag-ca","Federal corporations under the CBCA and provincial corporations under provincial business corporations acts each have specific rules on director authority to issue shares and pre-emptive rights. Private placements must rely on a prospectus exemption — most commonly the accredited investor or offering memorandum exemption — and require an exempt distribution report filed with provincial securities regulators within 10 days of closing. Quebec companies must ensure resolutions and related documents are available in French for Quebec-resident shareholders.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, directors of a UK private company generally require specific authority granted in the articles or by ordinary shareholder resolution to allot new shares. Pre-emptive rights under Section 561 CA 2006 must be disapplied by special resolution or through a specific disapplication provision in the articles before new shares can be issued to non-existing shareholders. Share allotments must be filed at Companies House using Form SH01 within one month of the allotment date.",{"code":509,"name":510,"flag_asset_id":511,"note":512},"eu","European Union","flag-eu","EU member states implement share issuance rules differently, but most require board authority to be granted in the articles or by a general meeting resolution, with pre-emptive rights protections for existing shareholders that must be formally disapplied. Germany requires notarized shareholder consent for GmbH share transfers. France imposes a right of first refusal on SARL share transfers. Cross-border issuances to EU investors may trigger prospectus requirements under the EU Prospectus Regulation if the offering does not qualify for an applicable exemption.",[265,514,515,516,517,518,519,520,521,522,523,524],"shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","employment-agreement-executive-D543","independent-contractor-agreement-D160","minutes-of-meeting-of-directors-D14","subscription-agreement-D13226","letter-of-intent_acquisition-of-business-D5197","certificate-of-incorporation-D1005","stock-option-plan-D13284","corporate-governance-policy-D13943","assignment-and-transfer-of-stock-certificate-D323",{"emit_how_to":208,"emit_defined_term":208},{"primary_folder":527,"secondary_folder":528,"document_type":529,"industry":530,"business_stage":531,"tags":532,"confidence":537},"business-administration","board-governance","resolution","general","all-stages",[533,534,535,536],"governance","board-resolution","share-issuance","corporate-authorization",0.95,"\u003Ch2>What is a Board Resolution Approving Sale of Shares?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution Approving Sale of Shares\u003C/strong> is a formal corporate governance document in which a company's directors vote to authorize the issuance, sale, or transfer of shares of the company's stock. It records the board's legal authority for the transaction, identifies the shares being sold, states the price and conditions, addresses pre-emptive rights, and delegates authority to officers to execute all necessary closing documents. The resolution becomes a permanent entry in the company's minute book and serves as the definitive evidence of corporate authorization — for the buyer, the company's bank, future investors, and any regulatory authority that requires proof of valid share title.\u003C/p>\n\u003Cp>Board resolutions are required for new share issuances to investors or employees, sales of treasury shares, and approvals of shareholder-to-shareholder transfers where the bylaws or a shareholders' agreement requires board consent before a transfer may proceed. Even where not strictly mandated by the governing documents, a resolution is considered best practice because it protects directors personally against claims of unauthorized action and creates the documented paper trail that legal due diligence will require in every subsequent financing or acquisition.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, a share transaction has no documented corporate authority behind it — and that gap surfaces at the worst possible time. Investors conducting due diligence on a Series A or acquisition will request certified copies of the resolutions authorizing every prior share issuance; a missing resolution can require a retroactive shareholders' meeting, delay closing by weeks, and in some cases make defective share title impossible to cure cleanly. Buyers who receive shares without a valid board authorization may not hold clear title, creating grounds for rescission. In the US, proceeding without documenting the securities law exemption exposes the company to buyer rescission rights and SEC enforcement. In Canada and the UK, filing deadlines for exempt distribution reports and Companies House allotment notices run from the closing date — not from when you remember to file.\u003C/p>\n\u003Cp>This template gives you a jurisdiction-aware, attorney-reviewed starting point that covers every material element — authority, share description, pricing basis, pre-emptive rights, conditions precedent, officer delegation, securities compliance, and share register update — so you can adopt a clean, complete resolution in under an hour for straightforward transactions, and walk into legal review with a solid draft for complex ones.\u003C/p>\n",1781186018291]