[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-board-resolution-approving-subdivision-of-issued-shares-D50":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":40,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":532},{"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 SUBDIVISION OF ISSUED SHARES The following resolutions signed by (the sole/all the) director(s) of [YOUR COMPANY NAME] (the \"Company\"), under the provisions of Section [NUMBER] of the [COUNTRY/STATE/PROVINCE] [CORPORATION ACT/LAW/RULE], whereby a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board of directors, is as valid as if it had been passed at a meeting, shall be deemed to have been adopted as of [DATE]. SUBDIVISION OF ISSUED SHARES WHEREAS [NUMBER] Class [SPECIFY] shares of the Company are currently issued and outstanding; WHEREAS it is desirable and in the best interests of the Company to subdivide the [NUMBER] issued and outstanding Class [SPECIFY] shares of the Company, on a [NUMBER] for [NUMBER] basis, into [NUMBER] issued and outstanding Class [SPECIFY] shares; RESOLVED: THAT the following By-law be, and it is hereby, enacted as By-law No. [NUMBER] of the Company: BY-LAW NO. [NUMBER], SUBDIVISION OF SHARES Effective upon the date of issue of the Certificate of Amendment, the Articles of the Company are amended by the subdivision of each of the issued and outstanding Class [SPECIFY] shares on the basis of [NUMBER] Class [SPECIFY] shares for [NUMBER] Class [SPECIFY] share, the whole in accordance with the draft articles of amendment submitted to and reviewed by the Board of Directors of the Company (the \"Articles of Amendment\"); Each Class [SPECIFY] share of the Company issued and outstanding prior to the filing of the Articles of Amendment is subdivided into [NUMBER] Class [SPECIFY] shares of the Company; The Articles of Amendment are hereby approved; Upon confirmation by the shareholder(s) of the Company of this By-law, any director of the Company shall, for and on behalf of the Company, execute and deliver to the Inspector General of Financial Institutions, such documents as may be considered necessary to give effect to this by-law, including, without limitation, the Articles of Amendment; The Board of Directors of the Company is authorized to annul this By-law at any time prior to its being acted upon. THAT any officer or director of the Company, acting alone, be and he is hereby, authorized and directed for and on behalf of and in the name of the Company to execute and deliver all such 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 and by-law. SUBMISSION OF BY-LAW NO. [NUMBER] TO THE SHAREHOLDER(S) FOR APPROVAL RESOLVED: THAT By-law No. [NUMBER] amending the Articles of the Company for the purpose of subdividing the issued and outstanding Class [SPECIFY] shares of the Company on the basis of [NUMBER] Class [SPECIFY] shares for [NUMBER] Class [SPECIFY] share, be submitted to the shareholder(s) of the Company for approval, confirmation and ratification. 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and WHEREAS, the board of directors of this corporation deems it to be for the best interests of this corporation and its stockholders that all or substantially all the property and assets of this corporation be sold, conveyed, and transferred to [Buyer name] as stated in the proposed agreement of purchase and sale, a true copy of which is to be inserted in the minute book of this corporation immediately following the minutes of this meeting;","Board Resolution Approving Sale of Assets","1",28,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-sale-of-assets-D48.png","https://templates.business-in-a-box.com/imgs/250px/48.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#48.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","board resolution approving issuance shares","/template/board-resolution-approving-issuance-of-shares-D48",{"description":108,"descriptionCustom":6,"label":109,"pages":92,"size":110,"extension":10,"preview":111,"thumb":112,"svgFrame":113,"seoMetadata":114,"parents":115,"keywords":119,"url":120},"SHAREHOLDERS RESOLUTION OF [YOUR COMPANY NAME] The undersigned, being all the shareholders of [YOUR COMPANY NAME], hereby sign the following annual resolutions: RESOLVED THAT: These resolutions are in place of an annual meeting of shareholders of the company. The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountants' name], Chartered Accountants, under their comments dated [Date], are received. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved. [Directors names] are continued as directors of the company. No auditor be appointed for the current fiscal year of the company. OR","Shareholders Resolution",31,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-resolution-D88.png","https://templates.business-in-a-box.com/imgs/250px/88.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#88.xml",{"title":6,"description":6},[116,117,118],{"label":17,"url":100},{"label":20,"url":102},{"label":23,"url":104},"shareholders resolution","/template/shareholders-resolution-D88",{"description":122,"descriptionCustom":6,"label":123,"pages":92,"size":93,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":134,"url":135},"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","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},[129,130,131],{"label":17,"url":100},{"label":20,"url":102},{"label":132,"url":133},"Meeting Minutes","meeting-minutes","minutes meeting directors","/template/minutes-of-meeting-of-directors-D14",{"description":137,"descriptionCustom":6,"label":138,"pages":8,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":152},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. 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",513,"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":144,"description":6},"non disclosure agreement nda",[146,149],{"label":147,"url":148},"Legal Agreements","business-legal-agreements",{"label":150,"url":151},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":154,"descriptionCustom":6,"label":155,"pages":156,"size":139,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":162,"keywords":161,"url":167},"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. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":161,"description":6},"shareholders agreement",[163,164],{"label":147,"url":148},{"label":165,"url":166},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":169,"descriptionCustom":6,"label":170,"pages":8,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":179,"url":180},"ARTICLES OF INCORPORATION These Articles of Incorporation (the \"Agreement\") are made and effective [DATE], BY: [YOUR COMPANY NAME] (the \"Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [REGISTERED AGENT NAME] (the \"Registered Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ARTICLES OF INCORPORATION OF [CORPORATION NAME] The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the [State/Province] of [STATE/PROVINCE]. NAME The name of the corporation shall be: NATURE OF BUSINESS This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation. CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share. ADDRESS The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME] SPECIAL PROVISIONS The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance. TERM OF EXISTENCE This corporation shall exist perpetually. LIMITATION OF LIABILITY Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law","Articles of Incorporation",38,"https://templates.business-in-a-box.com/imgs/1000px/articles-of-incorporation-D998.png","https://templates.business-in-a-box.com/imgs/250px/998.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#998.xml",{"title":6,"description":6},[177,178],{"label":147,"url":148},{"label":165,"url":166},"articles incorporation","/template/articles-of-incorporation-D998",false,{"seo":183,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":259,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":438,"comparisons":463,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":518,"classification":519},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Board Resolution Approving Subdivision of Issued | Free Word Download","Free board resolution template for approving a subdivision (stock split) of issued shares.","board resolution approving subdivision of issued shares",[188,189,190,191,192,193,194],"stock split board resolution template","share subdivision resolution template","board resolution share split word","corporate resolution stock subdivision","directors resolution subdivision of shares","share split corporate resolution template free","board resolution template word free",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":181},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Board Resolution Approving Subdivision of Issued Shares is a formal corporate resolution passed by a company's board of directors authorizing a stock split — dividing each existing issued share into a greater number of shares at a proportionally reduced par value. This free Word download gives you a professionally structured, editable resolution you can customize with your company details, subdivision ratio, and record date, then export as PDF for execution and filing.\n","Use it when the board has decided to subdivide the company's issued share capital — typically to improve share liquidity, reduce the market price per share to a more accessible level, or facilitate an upcoming capital raise or employee equity plan. It must be passed before the subdivision takes effect and often before any shareholder notice or registrar filing can proceed.\n","Corporate authority recitals, the subdivision ratio and resulting share count, adjustment to par or nominal value, the effective date and record date, instructions to officers to update share registers and notify relevant authorities, and the signatures of the directors present at the meeting or acting by written consent.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Corporate secretaries","Documenting a board-approved stock split for the minute book and registrar","persona-corporate-secretary",{"title":212,"use_case":213,"icon_asset_id":214},"Startup founders","Subdividing shares ahead of a seed or Series A raise to normalize share price","persona-startup-founder",{"title":216,"use_case":217,"icon_asset_id":218},"CFOs and finance directors","Formalizing a share split to improve liquidity or align with employee stock option plans","persona-cfo",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate lawyers and paralegals","Preparing board minutes and resolutions to effect a subdivision on behalf of a client company","persona-corporate-lawyer",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Restructuring share capital before bringing on co-founders or investors","persona-small-business-owner",{"title":228,"use_case":229,"icon_asset_id":230},"Private equity and VC-backed companies","Executing a share split required by term sheet conditions prior to closing a funding round","persona-venture-backed-founder",[232,235,239,243,247,251,255],{"situation":233,"recommended_template":7,"slug":234},"Subdividing shares by a standard 2-for-1 or 10-for-1 ratio","board-resolution-approving-subdivision-of-issued-shares-D50",{"situation":236,"recommended_template":237,"slug":238},"Consolidating shares (reverse split) instead of subdividing","Board Resolution Approving Consolidation of Shares","board-resolution-approving-purchase-of-shares-D5151",{"situation":240,"recommended_template":241,"slug":242},"Issuing new shares to existing shareholders (bonus/scrip issue)","Board Resolution Approving Issuance of Shares","board-resolution-approving-issuance-of-shares-D48",{"situation":244,"recommended_template":245,"slug":246},"Amending the articles to increase authorized share capital","Board Resolution to Amend Articles of Incorporation","articles-of-incorporation-D998",{"situation":248,"recommended_template":249,"slug":250},"Approving an employee stock option plan after subdivision","Stock Option Plan","stock-option-plan-D13284",{"situation":252,"recommended_template":253,"slug":254},"Recording the full board meeting where subdivision was approved","Board Meeting Minutes","board-meeting-minutes-D13904",{"situation":256,"recommended_template":257,"slug":258},"Obtaining shareholder approval where articles or statute require it","Shareholder Resolution","shareholders-resolution-D88",[260,263,266,269,272,275,278,281,284,287,290],{"term":261,"definition":262},"Share Subdivision","A corporate action that divides each existing issued share into a greater number of shares, reducing the price per share proportionally without changing total equity value.",{"term":264,"definition":265},"Stock Split Ratio","The factor by which each share is multiplied in a subdivision — e.g., a 10-for-1 split converts every 1 share into 10 shares at one-tenth the original par value.",{"term":267,"definition":268},"Par Value (Nominal Value)","The minimum stated value assigned to a share in the articles of incorporation or memorandum; on subdivision it is divided proportionally by the split ratio.",{"term":270,"definition":271},"Record Date","The cut-off date on which shareholders are identified as entitled to receive subdivided shares; only holders registered on this date participate in the split.",{"term":273,"definition":274},"Effective Date","The date on which the subdivision legally takes effect and the new share count is reflected in the company's share register.",{"term":276,"definition":277},"Authorized Share Capital","The maximum number of shares a company is permitted to issue under its constitutional documents; subdivision does not change authorized capital unless the articles are also amended.",{"term":279,"definition":280},"Issued Share Capital","The portion of authorized shares that have actually been issued to shareholders; subdivision increases the issued count by the split ratio.",{"term":282,"definition":283},"Board Quorum","The minimum number of directors required to be present at a board meeting for resolutions passed at that meeting to be valid.",{"term":285,"definition":286},"Written Consent Resolution","A resolution passed by all directors signing a written document without a physical meeting, permitted in most jurisdictions in lieu of a formal board meeting.",{"term":288,"definition":289},"Share Register","The official company record listing all shareholders, their share classes, and the number of shares held — must be updated to reflect the post-subdivision holdings.",{"term":291,"definition":292},"Fractional Share","A portion of a share that results when a subdivision ratio does not divide evenly into a shareholder's existing holding; company articles typically specify how fractions are handled.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Recitals and corporate authority","States the company's name, that a duly constituted board meeting was held (or that directors are acting by written consent), that a quorum was present, and the source of authority to pass the resolution — typically the articles of incorporation or applicable corporate statute.","WHEREAS, [COMPANY LEGAL NAME] (the 'Company') is a [ENTITY TYPE] duly incorporated under the laws of [JURISDICTION]; and WHEREAS, the Board of Directors (the 'Board') is authorized pursuant to [ARTICLES SECTION / STATUTE] to subdivide the issued share capital of the Company;","Omitting the source of authority. Without citing the specific articles provision or statute, the resolution may be challenged as ultra vires — beyond the board's powers.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Description of existing share capital","Records the current number of issued shares, their class, and their par or nominal value immediately before the subdivision takes effect.","RESOLVED, that as of the Record Date, the Company has [NUMBER] issued and outstanding [CLASS] shares with a par value of $[AMOUNT] per share.","Using an approximate or outdated share count. The resolution must match the share register exactly — discrepancies create reconciliation problems and can invalidate the filing.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Approval of the subdivision ratio","The operative clause that formally approves the specific subdivision ratio — e.g., 10 new shares for every 1 share currently held — and authorizes the split to proceed.","RESOLVED, that the Board hereby approves the subdivision of each issued [CLASS] share of the Company into [NUMBER] shares of the same class (the '[RATIO]-for-1 Subdivision'), effective as of [EFFECTIVE DATE].","Specifying only the new share count without stating the ratio. Stating both the ratio and the resulting total eliminates ambiguity if the resolution is later reviewed in isolation from the share register.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Adjustment to par or nominal value","Confirms that the par or nominal value per share is reduced proportionally by the subdivision ratio so that total stated capital remains unchanged.","RESOLVED, that upon the Subdivision becoming effective, the par value of each [CLASS] share shall be reduced from $[ORIGINAL AMOUNT] to $[NEW AMOUNT], being the original par value divided by [RATIO].","Omitting the par value adjustment in jurisdictions that use par value shares. Failing to update par value creates a mismatch on the balance sheet and in the articles, requiring a later corrective amendment.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Record date","Sets the specific date on which the company's share register will be examined to determine which shareholders are entitled to receive the additional shares from the subdivision.","RESOLVED, that the record date for the Subdivision shall be [DATE] at [TIME] [TIMEZONE] (the 'Record Date'). Shareholders registered in the share register as of the Record Date shall be entitled to receive subdivided shares.","Setting the record date before the resolution is passed. The record date must fall on or after the resolution date; backdating it can expose the company to regulatory challenge.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Effective date and filing instructions","States when the subdivision legally takes effect and instructs the appropriate officers to file any required notices with the corporate registrar, securities regulator, or stock exchange.","RESOLVED, that the Subdivision shall become effective on [EFFECTIVE DATE], and the [TITLE — e.g., Company Secretary / CFO] is hereby authorized and directed to file all notices and documents required by [REGISTRAR / REGULATOR] to give effect to the Subdivision.","Failing to name a specific officer responsible for the filing. Without a designated person, required regulatory filings are missed, leaving the subdivision legally incomplete.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Share register update","Directs the company secretary or registrar agent to update the official share register to reflect each shareholder's new holding calculated at the subdivision ratio.","RESOLVED, that the Company Secretary (or duly appointed transfer agent) is directed to update the Company's share register to reflect the post-Subdivision holdings of each shareholder of record as of the Record Date, replacing each [CLASS] share with [RATIO] shares of the same class.","Not addressing fractional shares. If any shareholder's holding does not divide evenly by the ratio, the resolution should specify whether fractions are rounded up, rounded down, or settled in cash.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Shareholder notification","Authorizes the company to notify shareholders of the subdivision and instructs officers to prepare and distribute any required notices, letters, or exchange documentation.","RESOLVED, that the officers of the Company are authorized to prepare and distribute to each shareholder of record a notice of the Subdivision, in a form approved by the [TITLE — e.g., CEO / Company Secretary], no later than [NUMBER] days prior to the Effective Date.","Omitting a notification deadline. Many jurisdictions and stock exchange rules require advance notice of a subdivision; leaving the timeline open risks non-compliance and shareholder disputes.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Ratification of prior acts","Ratifies any prior actions taken by officers or directors in preparation for the subdivision — such as preliminary filings or communications — to the extent they are consistent with the resolution.","RESOLVED, that all prior acts and things done by any officer or director of the Company in connection with or in furtherance of the Subdivision, to the extent consistent with this Resolution, are hereby ratified, confirmed, and approved.","Using a blanket ratification clause that could be read to cover unrelated acts. Limit ratification explicitly to actions taken in connection with the subdivision to avoid inadvertently approving unrelated conduct.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Director signatures and certification","The execution block where all directors (or the required majority) sign the resolution, with a certification by the company secretary that the resolution was duly passed at a meeting with quorum or by unanimous written consent.","IN WITNESS WHEREOF, the undersigned, being all [or a majority] of the Directors of [COMPANY LEGAL NAME], have executed this Resolution as of [DATE]. Certified as a true resolution duly passed: [COMPANY SECRETARY NAME], Company Secretary.","Having only the CEO sign without obtaining the required quorum of director signatures. A resolution signed by fewer directors than the quorum threshold is invalid, making the subdivision legally ineffective.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Confirm the board's authority to approve the subdivision","Review the company's articles of incorporation (or memorandum and articles) to confirm the board has the power to subdivide issued shares without shareholder approval. In some jurisdictions or under some articles, shareholder consent is required.","If your articles require a shareholder resolution, pass the shareholder resolution first and reference it in the preamble of the board resolution.",{"step":351,"title":352,"description":353,"tip":354},2,"Pull an accurate share register count","Obtain the exact number of issued and outstanding shares by class from the current share register. Enter this figure in the recitals clause — it must match the register to the share.","Request a share register certificate from your registrar agent dated no more than five business days before the board meeting to ensure accuracy.",{"step":356,"title":357,"description":358,"tip":359},3,"Enter the subdivision ratio and calculate the new share count","Decide on the ratio (e.g., 10-for-1) and calculate the resulting total issued shares. Enter both the ratio and the post-subdivision share count in the operative clause.","Cross-check whether the post-subdivision share count remains within your authorized share capital. If it doesn't, amend the articles to increase authorized capital before passing this resolution.",{"step":361,"title":362,"description":363,"tip":364},4,"Calculate and record the adjusted par value","Divide the current par or nominal value per share by the subdivision ratio and enter the result. Confirm the total stated capital (shares × par value) is unchanged before and after the split.","In no-par-value jurisdictions (many US states after removing par requirements, and certain Canadian provinces), omit this clause or note explicitly that shares have no par value.",{"step":366,"title":367,"description":368,"tip":369},5,"Set the record date and effective date","Choose a record date that falls on or after the date the resolution is passed, allowing time for the share register to be finalized. Set the effective date at least a few business days after the record date.","If the company is listed on a stock exchange, check the exchange's minimum advance-notice requirements for the record date — typically 10–20 calendar days.",{"step":371,"title":372,"description":373,"tip":374},6,"Designate the officer responsible for filings and notifications","Name a specific officer — company secretary, CFO, or CEO — in the filing and notification clauses. List the registrar or regulatory body where filings must be submitted (e.g., Companies House, Secretary of State, SEDAR).","Build a compliance checklist from this clause: share register update, regulatory filing, shareholder letter, and (if applicable) stock exchange notice — each with a deadline.",{"step":376,"title":377,"description":378,"tip":379},7,"Address fractional shares in the resolution","If any shareholder's holding is not evenly divisible by the ratio, include a clause specifying the treatment of fractions — typically rounding down and paying cash for the fraction, or issuing no fraction at all.","Cash settlements for fractional shares require a valuation basis — specify whether fractions are settled at the pre-split share price, the post-split price, or a board-determined fair value.",{"step":381,"title":382,"description":383,"tip":384},8,"Execute with the required director signatures and certify","Have the resolution signed by the required quorum of directors at the meeting, or by all directors for a written consent resolution. The company secretary then certifies the resolution as a true extract of the board minutes.","Store the executed resolution in the corporate minute book and attach it to the share register update as supporting documentation — auditors and future investors will request both.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"Using an inaccurate share count in the resolution","A mismatch between the resolution's stated share count and the share register creates a legal discrepancy that can invalidate the subdivision filing and require a corrective resolution — delaying capital raises or regulatory approvals.","Pull a certified share register extract dated within five business days of the board meeting and use that exact figure in every clause that references the existing share count.",{"mistake":391,"why_it_matters":392,"fix":393},"Setting the record date before the resolution is passed","A backdated record date can expose the board to allegations of procedural irregularity and may render the subdivision challenge-able by a dissenting shareholder or regulator.","Always set the record date on or after the date the resolution is executed. Build in at least two to five business days between execution and the record date to allow for processing.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting the par value adjustment clause","In jurisdictions that use par value shares, failing to record the post-subdivision par value creates a balance sheet inconsistency that triggers queries from auditors and can cause problems on future share issuances.","Include an explicit clause reducing par value by the subdivision ratio, or note clearly that shares carry no par value if that is the applicable regime.",{"mistake":399,"why_it_matters":400,"fix":401},"Not confirming post-split shares fit within authorized capital","If the post-subdivision issued share count exceeds the company's authorized share capital, the subdivision is invalid and the excess shares cannot legally be issued.","Before finalizing the ratio, compare post-subdivision issued shares against the authorized capital ceiling in the articles. If the ceiling is insufficient, pass an amendment to increase authorized capital first.",{"mistake":403,"why_it_matters":404,"fix":405},"Having fewer directors sign than the quorum threshold requires","A resolution signed by an insufficient number of directors is void, meaning the subdivision has no legal effect — any share register updates made on the basis of an invalid resolution are also defective.","Confirm the quorum requirement in the articles before circulating the resolution for signature, and do not proceed with the subdivision until the required number of directors have signed.",{"mistake":407,"why_it_matters":408,"fix":409},"Failing to file with the relevant registrar after passing the resolution","In most jurisdictions, a board resolution alone does not complete a share subdivision — a filing with the corporate registrar (e.g., Companies House, Secretary of State, or Corporations Canada) is required for the change to be legally effective against third parties.","Assign the filing obligation to a named officer in the resolution itself, set a filing deadline, and confirm receipt of the registrar's acknowledgment before updating the share register.",[411,414,417,420,423,426,429,432,435],{"question":412,"answer":413},"What is a board resolution approving subdivision of issued shares?","A board resolution approving subdivision of issued shares is a formal corporate document in which a company's board of directors votes to split each existing issued share into a greater number of shares at a proportionally reduced par value. It records the subdivision ratio, the record and effective dates, and authorizes officers to update the share register and make required regulatory filings. It is the primary authorizing document for any stock split at the board level.\n",{"question":415,"answer":416},"Do shareholders need to approve a share subdivision?","Whether shareholder approval is required depends on the company's articles of incorporation and the applicable corporate statute. In many jurisdictions — including most US states and Canadian provinces — the board can approve a subdivision within existing authorized capital without a shareholder vote. However, if the subdivision requires an increase in authorized share capital or the articles reserve this power to shareholders, a shareholder resolution is also needed. Always review the articles before relying on board authority alone.\n",{"question":418,"answer":419},"What is the difference between a share subdivision and a bonus issue?","A share subdivision (stock split) divides each existing issued share into multiple shares, reducing par value proportionally — the shareholder holds more shares of lower denomination but total equity value is unchanged. A bonus issue (scrip issue) issues new shares to existing shareholders by capitalizing retained earnings or share premium, so the total number of shares increases but par value stays the same. Both increase share count, but the accounting treatment and source of the additional shares differ significantly.\n",{"question":421,"answer":422},"Does a share subdivision affect the total value of a shareholder's stake?","No. A share subdivision does not change the total equity value of any shareholder's stake or the company's overall capitalization. A shareholder who holds 100 shares at $10 per share before a 10-for-1 split will hold 1,000 shares at $1 per share afterward — the same total value of $1,000. The subdivision only adjusts the number of units and the price per unit, not the underlying ownership percentage or aggregate value.\n",{"question":424,"answer":425},"What filings are required after a board resolution approving a share subdivision?","Filing requirements vary by jurisdiction. In the US, most states require a filing with the Secretary of State to amend the articles if par value is affected, and publicly listed companies must notify their stock exchange. In Canada, a notice to Corporations Canada or the provincial registrar is typically required. In the UK, a return of allotment (Form SH02) must be filed with Companies House within one month. In the EU, requirements vary by member state but generally include a notarial deed or registrar filing to record the capital change.\n",{"question":427,"answer":428},"Can a share subdivision create fractional shares?","Yes, if a shareholder's existing holding is not evenly divisible by the subdivision ratio, the result is a fractional share. Most company articles specify that fractions are either rounded down (the shareholder loses the fraction) or that the company pays cash for the fractional entitlement at a board-determined price. The resolution should address the treatment of fractions explicitly to avoid disputes and administrative complications at the transfer agent.\n",{"question":430,"answer":431},"How does a share subdivision affect employee stock options?","A share subdivision typically triggers an automatic adjustment provision in most stock option plans and individual option agreements. The number of options held by each participant is multiplied by the subdivision ratio, and the exercise price per share is divided by the same ratio — preserving the total economic value of the grant. Confirm your option plan contains an anti-dilution adjustment clause before approving the subdivision, or pass a separate board resolution amending outstanding option terms.\n",{"question":433,"answer":434},"Who signs a board resolution approving a share subdivision?","The resolution must be signed by the number of directors that constitutes a quorum under the company's articles — typically a majority of the board. For a written consent resolution passed without a meeting, most jurisdictions require unanimous director consent. The company secretary then certifies the resolution as a true extract of the board minutes. A resolution signed by fewer directors than the quorum threshold is generally void.\n",{"question":436,"answer":437},"Is a board resolution sufficient to effect a share subdivision, or is a deed required?","In most common-law jurisdictions — including the US, Canada, and the UK — a properly passed and executed board resolution is sufficient to authorize the subdivision internally, with a regulatory filing completing the process externally. Civil-law jurisdictions in the EU often require additional formality, such as a notarized deed or a resolution passed before a notary public. Always verify the formality requirements in the specific jurisdiction where the company is incorporated before relying solely on the board resolution.\n",[439,443,447,451,455,459],{"industry":440,"icon_asset_id":441,"specifics":442},"Technology / SaaS","industry-saas","Startups routinely subdivide shares before a funding round to normalize share price to a per-share range familiar to VC investors and to create headroom for employee stock option pools.",{"industry":444,"icon_asset_id":445,"specifics":446},"Financial Services","industry-fintech","Regulated financial institutions require board resolutions that reference the specific statutory authority for the subdivision and must coordinate filings with both the corporate registrar and the relevant financial regulator.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing","industry-manufacturing","Family-owned manufacturers use share subdivisions when bringing in outside investors or preparing for a management buyout, subdividing tightly held blocks of high-value shares into more granular units.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","Law firms and accountancy practices structured as corporations use share subdivisions when admitting new equity partners, creating more distributable share units without altering overall ownership percentages.",{"industry":456,"icon_asset_id":457,"specifics":458},"Retail / E-commerce","industry-retail","Publicly listed retailers use stock splits to bring share prices into a range accessible to retail investors, typically requiring exchange notification and coordination alongside the board resolution.",{"industry":460,"icon_asset_id":461,"specifics":462},"Healthcare / Life Sciences","industry-healthtech","Biotech and medtech companies approve share subdivisions before IPO registration to align share count with exchange listing requirements and to structure employee equity plans on a per-share basis consistent with comparable public companies.",[464,467,469,472],{"vs":237,"vs_template_id":465,"summary":466},"D{CONSOLIDATION_RESOLUTION_ID}","A consolidation (reverse split) resolution combines multiple existing shares into fewer shares at a proportionally higher par value — the opposite of a subdivision. Consolidations are used to increase share price and reduce share count, often to meet exchange listing minimums or shed a penny-stock designation. A subdivision increases share count and reduces price per share; a consolidation does the reverse. Both require the same procedural formality, but the accounting and regulatory treatment differ.",{"vs":241,"vs_template_id":242,"summary":468},"An issuance resolution authorizes the company to sell or grant new shares to investors, employees, or third parties — creating new equity and diluting existing shareholders. A subdivision resolution divides existing shares without creating new equity or changing ownership percentages. Issuance increases the company's share capital and typically requires a price and payment terms; subdivision does not raise capital and does not dilute anyone.",{"vs":257,"vs_template_id":470,"summary":471},"shareholder-resolution-D13593","A shareholder resolution records a decision passed by the company's shareholders — required when the corporate statute or articles reserve certain actions to shareholder approval, or when the board wants to ratify the subdivision at the shareholder level. A board resolution is passed by directors only. Depending on jurisdiction and the company's articles, a share subdivision may require both — the board resolution to authorize the mechanics and a shareholder resolution to approve the capital restructuring.",{"vs":253,"vs_template_id":473,"summary":474},"minutes-of-board-of-directors-meeting-D94","Board meeting minutes are the comprehensive record of everything discussed and decided at a board meeting — agenda items, attendees, discussion summaries, and all resolutions passed. A stand-alone board resolution is the operative legal document for a single specific decision. Where a subdivision resolution is passed at a full board meeting, the resolution text is embedded in or attached to the minutes; when passed by written consent, the resolution stands alone without minutes.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Private companies doing a straightforward subdivision within existing authorized capital in a single jurisdiction","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"Companies with complex cap tables, employee option plans that need adjustment, or cross-border shareholders","$300–$800","2–5 business days",{"best_for":485,"cost":486,"time":487},"Publicly listed companies, regulated financial institutions, multi-jurisdiction incorporations, or subdivisions requiring shareholder approval and exchange filings","$1,500–$5,000+","2–4 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","In most US states, a board-approved stock split within existing authorized share capital requires a certificate amendment filed with the Secretary of State if par value is being changed, or a board resolution alone if the articles already accommodate the split. Delaware — home to the majority of US-incorporated companies — permits the board to effect a subdivision by resolution under DGCL §242 without shareholder approval if authorized capital is sufficient. Publicly listed companies must also notify NYSE or NASDAQ per exchange rules, typically 10 days in advance.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Under the Canada Business Corporations Act and most provincial equivalents, the board may subdivide shares by resolution without shareholder approval provided the articles do not restrict this power. A notice of alteration or articles of amendment must be filed with Corporations Canada or the relevant provincial registrar within 30 days of the resolution taking effect. Quebec companies should ensure the resolution is also available in French where required. Shares under the CBCA have no par value by default, so the par value adjustment clause is typically omitted.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, a subdivision of shares generally requires shareholder approval by ordinary resolution (simple majority) rather than board resolution alone — a key difference from many other jurisdictions. Following approval, the company must file Form SH10 (Notice of Sub-division of Shares) with Companies House within one month of the resolution. Listed companies must also comply with FCA Listing Rules and notify a Regulatory Information Service. The board resolution in this template should be used alongside the shareholder ordinary resolution.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","Requirements vary significantly across EU member states. In Germany, a share split (Aktiensplit) for an AG requires a shareholder resolution passed at a general meeting, often by a simple majority, with the supervisory board's consent. In France, a subdivision (division d'actions) similarly requires shareholder approval and registration with the Greffe du Tribunal de Commerce. Most EU jurisdictions require a notarized or formally certified resolution and a capital register update. GDPR considerations arise only if shareholder personal data is processed in connection with the notifications.",[242,258,510,511,512,246,250,513,514,515,516,517],"minutes-of-meeting-of-directors-D14","non-disclosure-agreement-nda-D12692","shareholders-agreement-D1016","board-resolution-approving-declaration-of-dividend-D49","corporate-governance-policy-D13943","subscription-agreement-D12537","certificate-of-incorporation-D1005","adhesion-to-the-unanimous-shareholder-agreement-D848",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":520,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"business-administration","board-governance","resolution","general","all-stages",[526,527,528,529,530],"equity","board-resolution","stock-split","corporate-governance","shareholders",0.95,"\u003Ch2>What is a Board Resolution Approving Subdivision of Issued Shares?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution Approving Subdivision of Issued Shares\u003C/strong> is a formal corporate document in which a company's board of directors formally authorizes a stock split — dividing each existing issued share into a specified greater number of shares at a proportionally reduced par or nominal value. The resolution records the legal basis for the action, specifies the subdivision ratio, sets the record and effective dates, and directs company officers to update the share register and complete any required regulatory or exchange filings. It functions as the primary legal instrument evidencing the board's decision and is retained permanently in the corporate minute book as part of the company's official records.\u003C/p>\n\u003Cp>Unlike administrative board minutes, this resolution is an operative legal document: the subdivision does not take legal effect until it is passed, executed by the required quorum of directors, and — in most jurisdictions — followed by a corresponding filing with the corporate registrar. The resolution must precisely reflect the existing share count from the share register, correctly calculate the post-split par value, and designate a responsible officer for follow-through obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed board resolution, a share subdivision has no legal foundation. Updating a share register, issuing new share certificates, adjusting employee stock option agreements, or notifying a stock exchange without an authorizing resolution exposes the company to challenges from shareholders, regulators, and future investors who will request the resolution as part of standard due diligence. In a fundraising context, a missing or defective subdivision resolution can stall a closing — investors and their counsel routinely review the full chain of corporate approvals during diligence, and a gap in that chain requires a corrective resolution that delays the round.\u003C/p>\n\u003Cp>For companies with employee equity plans, the resolution is also the trigger for anti-dilution adjustments to option grants — without it, option holders may dispute the adjusted exercise price. This template gives you a professionally structured, jurisdiction-aware starting point that covers every operative clause, reducing the risk of a void or challengeable resolution and the costly remediation that follows.\u003C/p>\n",1779480697652]