[{"data":1,"prerenderedAt":548},["ShallowReactive",2],{"document-resolution-for-the-subscription-for-and-issuance-of-shares-D86":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":183,"customdescription":6,"mdFm":184,"mdProseHtml":547},{"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 FOR THE SUBSCRIPTION FOR AND ISSUANCE OF SHARES DULY PASSED ON [DATE] The following resolutions signed by the Board of Directors of [YOUR COMPANY NAME] (the \"[COMPANY NAME]\"), under the provisions of the laws of [STATE/PROVINCE], whereby a resolution in writing signed by all the directors entitled to vote thereon shall be as valid as if it had been adopted at a meeting, is hereby adopted and the present resolutions shall be deemed to have been adopted as of [DATE]. SUBSCRIPTION FOR AND ISSUANCE OF CLASS [SPECIFY] SHARES RESOLVED: THAT the subscription of [NAME] for [NUMBER] Class [SPECIFY] shares of [YOUR COMPANY NAME] be and the same is hereby accepted;",null,"Resolution for the Subscription for and Issuance of Shares","1",35,"doc","https://templates.business-in-a-box.com/imgs/1000px/resolution-for-the-subscription-for-and-issuance-of-shares-D86.png","https://templates.business-in-a-box.com/imgs/250px/86.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#86.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/","resolution for subscription for issuance shares","Resolution for the Subscription for and Issuance of Shares 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Issuance","/template/board-resolution-for-share-issuance-D13905","https://templates.business-in-a-box.com/imgs/250px/13905.png",{"label":54,"url":55,"thumb":56,"extension":10},"Stock Subscription Agreement","/template/stock-subscription-agreement-D350","https://templates.business-in-a-box.com/imgs/250px/350.png",{"label":58,"url":59,"thumb":60,"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":62,"url":63,"thumb":64,"extension":10},"Board Resolution Approving Sale of Shares","/template/board-resolution-approving-sale-of-shares-D49","https://templates.business-in-a-box.com/imgs/250px/49.png",{"label":66,"url":67,"thumb":68,"extension":10},"Subscription Agreement","/template/subscription-agreement-D12537","https://templates.business-in-a-box.com/imgs/250px/12537.png",{"label":70,"url":71,"thumb":72,"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":74,"url":75,"thumb":76,"extension":10},"Share Subscription Agreement Private_Long Form","/template/share-subscription-agreement-private-long-form-D343","https://templates.business-in-a-box.com/imgs/250px/343.png",{"label":78,"url":79,"thumb":80,"extension":10},"Share Subscription Agreement Venture Capital","/template/share-subscription-agreement-venture-capital-D344","https://templates.business-in-a-box.com/imgs/250px/344.png",{"label":82,"url":83,"thumb":84,"extension":10},"Assignment of Shares","/template/assignment-of-shares-D324","https://templates.business-in-a-box.com/imgs/250px/324.png",{"label":86,"url":87,"thumb":88,"extension":10},"Exchange of Shares Agreement","/template/exchange-of-shares-agreement-D330","https://templates.business-in-a-box.com/imgs/250px/330.png",{"description":90,"descriptionCustom":6,"label":91,"pages":92,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":99,"keywords":98,"url":105},"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",513,"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":98,"description":6},"shareholders agreement",[100,102],{"label":35,"url":101},"business-legal-agreements",{"label":103,"url":104},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":107,"descriptionCustom":6,"label":108,"pages":109,"size":93,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":114,"url":118},"STOCK OPTION PLAN This Stock Option Plan (the \"Plan\") is given by [COMPANY NAME] (the \"Company\"), having its registered office at [SPECIFY ADDRESS] to its Employees. This Plan was approved and adopted by the Board of Directors and by the stockholders on [DATE]. STATEMENT OF PURPOSE [COMPANY NAME] has formulated this Plan, in furtherance of the corporate policy of the Company, for creating an environment conducive to higher growth opportunities for its Employees and the Employees of its Affiliates, and with a view to align the interests of such Employees and those of the shareholders by creating a common sense of purpose towards creating sustainable shareholder value. DEFINITIONS Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its capacity as Administrator of the Plan. Applicable Laws shall mean the legal requirements related to the Plan and the option under applicable provisions of the securities laws of [STATE/PROVINCE]. Board shall mean the Company's Board of Directors. Company shall mean [NAME OF COMPANY]. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the attached Exhibit A. Optionee shall mean the person eligible to avail the Stock Option Plan. Permanent Disability shall mean the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of [NUMBER OF MONTHS] months or more. Plan shall mean this Stock Option Plan. GRANT OF OPTION The Company hereby grants to the eligible person (the \"Optionee\") an option to purchase shares of Common Stock under the Plan. The date on which this option is granted (the \"Grant Date\"), the number of shares of Common Stock purchasable under this option (the \"Option Shares\"), the exercise price payable per share (the \"Exercise Price\"), the applicable vesting schedule by which this option shall vest and become exercisable incrementally for the Option Shares (the \"Vesting Schedule\") and the date to be used to measure the maximum term of this option (the \"Expiration Date\") are indicated on the attached Exhibit A to this Plan. The remaining terms and conditions governing this option shall be as set forth in this Plan. ELIGIBILITY FOR THE GRANT OF OPTIONS The criteria to be fulfilled by an Employee for being considered an Eligible Employee may be prescribed by the Committee from time to time. Only Employees fulfilling such criteria and who are not Disqualified Employees shall be considered Eligible Employees for the purposes of this Plan. An option can be granted only to an Eligible Employee who has been selected by the Committee. While selecting Eligible Employees for the award of grants and for deciding the number of options to be granted to such Eligible Employees, the Committee may be guided by the following considerations (i.e. eligibility criteria): Number of years of service Job profile and grade Performance rating or key result area appraisal Any other factors the Board of Directors or the Committee may deem appropriate. OPTION TERM The term of this option shall commence on the Grant Date and continue to be in effect until the close of business on the last business day prior to the Expiration Date specified in the attached Exhibit A, unless sooner terminated in accordance with this Plan. LIMITED TRANSFERABILITY This option shall be neither transferable nor assignable by the Optionee other than by will or the laws of inheritance following the Optionee's death and may be exercised, during the Optionee's lifetime, only by the Optionee. DATE OF EXERCISE This option shall vest and become exercisable for the Option Shares in a series of installments in accordance with the Vesting Schedule set forth in the attached Exhibit A. As the option vests and becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the last business day prior to the Expiration Date or any sooner termination of the option term. CESSATION OF SERVICE The option mentioned above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: Except as otherwise expressly provided in subparagraphs 8.1.2 through 8.1.7 of this Paragraph 8, should the Optionee cease to remain in Continuous Service for any reason while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the [NUMBER OF MONTHS]-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, but in no event shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. In the event the Optionee ceases Continuous Service by reason of his or her death while this option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, by (i) the personal representative of the Optionee's estate or (ii) the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance following the Optionee's death. However, if the Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following the Optionee's death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (a) the expiration of the twelve (12)-month period measured from the date of the Optionee's death or (b) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. Should the Optionee cease Continuous Service by reason of Permanent Disability while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the twelve (12)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. Except as otherwise precluded by Applicable Laws, should (i) the Optionee cease Continuous Service after completion of at least three (3) years of Continuous Service and (ii) the sum of the Optionee's attained age and completed years of Continuous Service at the time of such cessation of service equals or exceeds seventy (70) years, then the Optionee shall have until the close of business on the last business day prior to the expiration of the thirty-six (36)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.","Stock Option Plan","9","https://templates.business-in-a-box.com/imgs/1000px/stock-option-plan-D13284.png","https://templates.business-in-a-box.com/imgs/250px/13284.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13284.xml",{"title":114,"description":6},"stock option plan",[116,117],{"label":35,"url":101},{"label":35,"url":101},"/template/stock-option-plan-D13284",{"description":120,"descriptionCustom":6,"label":121,"pages":8,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":134,"url":135},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. 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, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[128,130,132],{"label":17,"url":129},"business-plan-kit",{"label":20,"url":131},"board-of-directors",{"label":23,"url":133},"business-resolutions","board resolution","/template/board-resolution-D78",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":93,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"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","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":144,"description":6},"non disclosure agreement nda",[146,147],{"label":35,"url":101},{"label":148,"url":149},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":93,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":164,"url":165},"ADVISOR AGREEMENT This Advisor Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [ADVISOR NAME] (the \"Advisor\"), 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: [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] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern this Agreement. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the Parties hereto agree as follows: RECITALS The Advisor has expertise in the area of the Company's business and is willing to provide Advisory services to the Company. The Company is willing to engage the Advisor as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of the Advisor by means of services provided by the Advisor's employees dispatched by the Advisor to provide services to the Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and the Advisor desires to provide Advisory services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by the Advisor and its Agents in the course of providing Advisory services to the Company, and the Company desires to obtain the services of the Advisor, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES The Advisor agrees to perform for the Company the services listed in the Scope of Services section in Exhibit A, attached hereto, and executed by both the Company and the Advisor. Such services are hereinafter referred to as \"Services.\" The Company agrees that the Advisor shall have ready access to the Company's staff and resources as necessary to perform the Advisor's Services provided for by this contract. ADVISORY PERIOD Basic Term The Company hereby retains the Advisor and the Advisor agrees to render to the Company those Services described in Exhibit A for the period (the \"Advisory Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Advisory Period is terminated in accordance with Section 7. The Company shall pay the Advisor the compensation to which it is entitled under Section 5 through to the end of the Advisory Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Advisory Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either Party) on the Term Date and on each anniversary thereof, unless one Party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Advisory Period is to be terminated, provided, that in no event shall the Advisory Period extend beyond [DEADLINE DATE]. Either Party's right to terminate the Advisory Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES The Advisor hereby agrees to provide and perform for the Company those Services set forth in Exhibit A attached hereto. The Advisor shall devote its best efforts to the performance of the Services and to such other services as may be reasonably requested by the Company, and hereby agrees to devote, unless otherwise requested in writing by the Company, a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide Services to the Company. The Advisor shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill the Advisor's obligations hereunder. Any Agent of Advisor who, in the sole opinion of the Company, is unable to adequately perform any Services hereunder shall be replaced by the Advisor within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. The Advisor shall use its best efforts to comply with, and to ensure that each of its Agents complies with, all policies and practices regarding the use of facilities at which the Services are to be performed hereunder. The Advisor agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and the Advisor shall deliver a signed original of such Acknowledgement and Inventions Assignment to the Company prior to such Agent's commencement of the provision of Services for the Company. The Advisor shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any Services hereunder by any of the Agents, the written agreement of the Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by the Advisor to provide Services to the Company under this Agreement will be deemed the Advisor's employees or Agents and will not for any purpose be considered employees or Agents of the Company. The Advisor assumes full responsibility for the actions of such personnel while performing Services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation. In consideration of the Services to be rendered hereunder, including, without limitation, Services to any Affiliated Company, the Advisor shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits. Other than the compensation specified in 5.1 above, neither the Advisor nor its Agents shall be entitled to any direct or indirect compensation for Services performed hereunder. Expenses. The Company shall reimburse the Advisor for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING The Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by the Advisor, and the Company shall pay the amount of such invoices to the Advisor. TERMINATION OF ADVISORY RELATIONSHIP By the Company or the Advisor. At any time, either the Company or the Advisor may terminate, without liability, the Advisory Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days' advance written notice to the other Party. If the Advisor terminates its Advisory relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate the Advisor immediately without the running of any notice period","Advisor Agreement","12","https://templates.business-in-a-box.com/imgs/1000px/advisor-agreement-D13243.png","https://templates.business-in-a-box.com/imgs/250px/13243.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13243.xml",{"title":159,"description":6},"advisor agreement",[161],{"label":162,"url":163},"Consultant & Contractors","consulting-contractor-business","investment agreement","/template/investment-agreement-D13243",{"description":167,"descriptionCustom":6,"label":168,"pages":139,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":181,"url":182},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[175,178],{"label":176,"url":177},"Finance & Accounting","finance-accounting",{"label":179,"url":180},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":185,"reviewer":197,"quick_facts":201,"at_a_glance":204,"personas":208,"variants":233,"glossary":260,"clauses":297,"how_to_fill":348,"common_mistakes":389,"faqs":414,"industries":445,"comparisons":470,"diy_vs_lawyer":487,"jurisdictions":500,"related_template_ids_curated":521,"schema":534,"classification":535},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Resolution for Subscription & Issuance of Shares | BIB","Free share issuance resolution template for corporations. Covers board approval, subscriber details, share class, price, and payment terms.","resolution for issuance of shares template",[190,191,192,193,194,195,196],"share issuance resolution template","board resolution to issue shares","corporate resolution share subscription","resolution for subscription of shares","stock issuance resolution template word","directors resolution issue shares","share allotment resolution template free",{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":202,"legal_review_recommended":203,"signature_required":203},"advanced",true,{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A Resolution for the Subscription for and Issuance of Shares is a formal corporate board resolution that authorizes a company to accept a subscriber's application for shares and officially issue those shares to the subscriber. This free Word download gives you a professionally structured starting point you can edit online and export as PDF — covering board approval, subscriber identity, share class, price per share, total consideration, and payment terms in a single binding document.\n","Use it whenever a corporation formally issues new shares to a founder, investor, employee, or third-party subscriber — including seed rounds, angel investments, and capitalization table adjustments. It is also required when converting a subscription agreement or term sheet into actual share ownership on the corporate registry.\n","Board authorization recitals, subscriber identification, share class and quantity, price per share and aggregate consideration, payment method and timeline, director signatures, and a secretary's certification block confirming the resolution was duly passed.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Startup founders","Issuing founder shares or seed-round shares to early investors","persona-startup-founder",{"title":214,"use_case":215,"icon_asset_id":216},"Corporate secretaries","Recording board-approved share issuances in the company's minute book","persona-corporate-secretary",{"title":218,"use_case":219,"icon_asset_id":220},"Small business owners","Admitting a new equity partner by issuing shares in a private company","persona-small-business-owner",{"title":222,"use_case":223,"icon_asset_id":224},"In-house counsel","Documenting a Series A or Series B share issuance for regulatory compliance","persona-in-house-counsel",{"title":226,"use_case":227,"icon_asset_id":228},"CFOs and finance directors","Formalizing a share subscription received from a strategic investor","persona-cfo",{"title":230,"use_case":231,"icon_asset_id":232},"Accountants and business advisors","Assisting clients with compliant share issuances during company restructuring","persona-accountant",[234,238,241,244,248,252,256],{"situation":235,"recommended_template":236,"slug":237},"Issuing common shares to a founding team member","Resolution for Issuance of Shares (Founders)","resolution-for-the-subscription-for-and-issuance-of-shares-D86",{"situation":239,"recommended_template":240,"slug":237},"Issuing preferred shares to a venture capital investor","Resolution for Issuance of Preferred Shares",{"situation":242,"recommended_template":243,"slug":237},"Issuing shares under a stock option exercise","Resolution for Issuance of Shares Upon Option Exercise",{"situation":245,"recommended_template":246,"slug":247},"Converting a convertible note into equity shares","Resolution for Conversion of Debt to Equity","conversion-of-account-to-cod-D201",{"situation":249,"recommended_template":250,"slug":251},"Authorizing a new class of shares before issuance","Board Resolution to Amend Articles (New Share Class)","board-resolution-for-share-issuance-D13905",{"situation":253,"recommended_template":254,"slug":255},"Issuing shares as consideration in an acquisition","Share Exchange Agreement","exchange-of-shares-agreement-D330",{"situation":257,"recommended_template":258,"slug":259},"Approving a rights offering to existing shareholders","Board Resolution for Rights Offering","board-resolution-approving-rights-offering-D47",[261,264,267,270,273,276,279,282,285,288,291,294],{"term":262,"definition":263},"Share Subscription","A formal application by a person or entity to purchase a specified number of shares in a company at an agreed price.",{"term":265,"definition":266},"Share Allotment","The act by which a company's board of directors formally allocates and issues shares to a subscriber, creating that person's ownership interest.",{"term":268,"definition":269},"Authorized Share Capital","The maximum number of shares a company is permitted to issue under its articles of incorporation or equivalent constitutional document.",{"term":271,"definition":272},"Issued Share Capital","The total number of shares actually allotted and issued to shareholders, which may be less than the authorized maximum.",{"term":274,"definition":275},"Par Value","The nominal face value assigned to a share in the articles of incorporation — often $0.0001 or $1.00 — distinct from the market or subscription price.",{"term":277,"definition":278},"Consideration","The price paid by the subscriber in exchange for the shares — cash, property, services rendered, or a combination.",{"term":280,"definition":281},"Share Register","The official company record listing all shareholders, their share class, number of shares held, and the dates of each issuance.",{"term":283,"definition":284},"Quorum","The minimum number of directors who must be present or represented at a board meeting for a resolution to be validly passed.",{"term":286,"definition":287},"Written Resolution","A board or shareholder resolution adopted without a formal meeting, signed by all directors or the required majority in lieu of convening.",{"term":289,"definition":290},"Capitalization Table (Cap Table)","A spreadsheet recording every shareholder's ownership percentage, share class, and the history of share issuances and transfers.",{"term":292,"definition":293},"Pre-emption Rights","Existing shareholders' right to be offered new shares before they are issued to an outside party, preserving their proportional ownership.",{"term":295,"definition":296},"Dilution","The reduction in an existing shareholder's percentage ownership that results from a new share issuance increasing the total number of shares outstanding.",[298,303,308,313,318,323,328,333,338,343],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Recitals and authority to act","Establishes the context for the resolution — that the board is duly convened or acting by written consent, that a quorum is present, and that the directors have authority under the articles to issue shares.","WHEREAS, the Board of Directors of [COMPANY LEGAL NAME] (the 'Company'), a [STATE/PROVINCE] [ENTITY TYPE], is duly authorized under the Company's Articles of Incorporation and applicable law to issue shares of capital stock; and WHEREAS, the Company has received a subscription for shares from [SUBSCRIBER NAME];","Omitting a quorum confirmation or authority recital. If the resolution is later challenged, missing authority language can invalidate the issuance.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Identification of the subscriber","States the full legal name, address, and — for entities — jurisdiction of formation of the person or organization purchasing the shares.","RESOLVED, that the Company hereby accepts the subscription of [SUBSCRIBER FULL LEGAL NAME], of [ADDRESS], [CITY, STATE/PROVINCE, POSTAL CODE] (the 'Subscriber'), for the shares described herein.","Using a trade name or informal name instead of the subscriber's full registered legal name. Mismatches with the share register and cap table create compliance issues.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Share class, number of shares, and par value","Specifies exactly which class of shares is being issued (e.g., Common, Class A Preferred), the number of shares, and the par value per share as stated in the articles.","RESOLVED, that [NUMBER] shares of [CLASS] stock, par value $[PAR VALUE] per share, be and hereby are allotted and issued to the Subscriber.","Issuing a share class that has not yet been authorized in the articles of incorporation. Shares issued beyond authorized capital are void and create regulatory liability.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Subscription price and aggregate consideration","States the price per share agreed between the company and the subscriber and the total amount of consideration to be paid for all issued shares.","RESOLVED, that the subscription price for such shares shall be $[PRICE PER SHARE] per share, for aggregate consideration of $[TOTAL AMOUNT], representing the fair market value of such shares as determined by the Board.","Leaving the price per share blank or referencing a separate subscription agreement without recording the price in the resolution itself. The resolution is the primary corporate record — it should stand alone.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Form and timing of payment","Describes how and when the subscriber must pay — cash, wire transfer, services, or property — and the deadline for receipt of payment.","RESOLVED, that the aggregate consideration of $[TOTAL AMOUNT] shall be paid by the Subscriber in immediately available funds by wire transfer to the Company's account no later than [DATE], prior to the issuance of share certificates or registry entries.","Issuing shares before receiving payment. In many jurisdictions, shares must be fully paid before they are validly allotted — issuing first creates unpaid share liability.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Authorization to update corporate records","Directs the corporate secretary or an authorized officer to update the share register, cap table, and any required regulatory filings to reflect the new issuance.","RESOLVED, that the Secretary of the Company be and hereby is authorized and directed to update the Share Register and Capitalization Table to record the Subscriber as the holder of [NUMBER] shares of [CLASS] stock, effective as of [DATE].","Passing the resolution but failing to update the share register promptly. A delay between resolution and registry update creates disputes over the effective date of ownership.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Issuance of share certificates or electronic notation","Authorizes the company to issue physical share certificates or electronic equivalents and instructs officers to deliver them to the subscriber upon receipt of payment.","RESOLVED, that upon receipt of the full consideration, the proper officers of the Company are authorized to issue and deliver to the Subscriber a share certificate (or electronic equivalent) evidencing ownership of [NUMBER] shares of [CLASS] stock.","Omitting this clause for certificated share companies. Without authorization to issue and deliver the certificate, the subscriber has no physical evidence of ownership to present to banks, auditors, or future investors.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Pre-emption rights waiver or compliance confirmation","Confirms either that existing shareholders have waived their pre-emption rights, that no pre-emption rights apply to this issuance, or that the pre-emption process was properly followed.","RESOLVED, that the Board confirms that [the existing shareholders have validly waived their pre-emption rights in respect of this issuance / this issuance is exempt from pre-emption requirements under Section [X] of the Articles / the pre-emption offer procedure has been duly completed].","Skipping the pre-emption step entirely when the articles require it. Existing shareholders can challenge the issuance as invalid if their right of first offer was not honored.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Representations regarding securities law compliance","Confirms that the issuance is being made in reliance on an applicable exemption from securities registration — such as Regulation D in the US or a private placement exemption — and that the subscriber qualifies.","RESOLVED, that the Board confirms that the offer and sale of shares to the Subscriber is being made in reliance on the exemption from registration provided by [Regulation D, Rule 506(b) / applicable provincial private placement exemption / other applicable exemption], and that the Subscriber has represented that they qualify as an [Accredited Investor / Sophisticated Investor].","Issuing shares without confirming an applicable exemption. An unregistered public offering is a securities law violation that can result in mandatory share rescission and regulatory penalties.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Director signatures and secretary's certification","The resolution is signed by the required number of directors (or all directors for a written resolution) and certified by the corporate secretary as a true extract of the company's minutes.","IN WITNESS WHEREOF, the undersigned, being all the directors of the Company [or: constituting a quorum of the Board], hereby adopt this Resolution as of [DATE]. [DIRECTOR NAME], Director. [DIRECTOR NAME], Director. CERTIFIED by [SECRETARY NAME], Secretary, to be a true and accurate extract of the resolutions passed by the Board.","Having only one director sign when the articles require two signatures or a majority. A resolution signed by fewer than the required number of directors is not validly passed.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Confirm authorized share capital before proceeding","Review the company's articles of incorporation or certificate of incorporation to confirm the number of authorized shares available in the relevant class. Calculate how many shares are currently issued and whether sufficient authorized but unissued shares remain.","If the proposed issuance would exceed authorized capital, you must amend the articles first — file that resolution before this one.",{"step":355,"title":356,"description":357,"tip":358},2,"Identify the subscriber with full legal details","Enter the subscriber's complete registered legal name, address, and — for corporate subscribers — the jurisdiction of formation and registration number. Cross-reference against the subscription agreement or term sheet.","For trust or nominee arrangements, record the beneficial owner in a side letter and note the nominee arrangement in the cap table even if not in the resolution itself.",{"step":360,"title":361,"description":362,"tip":363},3,"Specify the share class, number, and par value","State the exact share class as it appears in the articles (e.g., 'Class A Common Stock' — not just 'common shares'), the precise number of shares, and the par value per share. Verify these against the authorized classes in the articles.","For no-par-value shares, delete the par value reference and note the shares are issued for stated capital as determined by the board.",{"step":365,"title":366,"description":367,"tip":368},4,"Set the subscription price and record the total consideration","Enter the agreed price per share and calculate the aggregate consideration. For non-cash consideration (services or property), describe the assets being transferred and state the board's determined fair market value.","Document the basis for the price per share — a 409A valuation, board determination, or arm's-length negotiation — in a board minute or recital. Undocumented pricing invites IRS or CRA scrutiny.",{"step":370,"title":371,"description":372,"tip":373},5,"Define the payment method and deadline","Specify whether payment is by wire, cheque, or in-kind transfer, and set a firm deadline by which the consideration must be received before shares are issued. Include the company's wire transfer details or escrow instructions if applicable.","Build in at least three business days between the payment deadline and the planned registry update date to allow for banking delays.",{"step":375,"title":376,"description":377,"tip":378},6,"Address pre-emption rights","Review the articles and any existing shareholder agreements to determine whether pre-emption rights apply. Choose the correct pre-emption language — waiver confirmation, exemption reliance, or process completion — and insert it into the resolution.","Collect pre-emption waivers from existing shareholders in writing before signing this resolution, and attach them as exhibits to the minute book.",{"step":380,"title":381,"description":382,"tip":383},7,"Confirm the securities law exemption","Identify the applicable registration exemption — Regulation D Rule 506(b) or 506(c), a provincial private placement exemption, or another applicable carve-out. Insert the exemption name and confirm the subscriber's qualifying status (e.g., accredited investor, sophisticated investor).","For US issuances to more than 35 non-accredited investors, Rule 506(b) has additional disclosure requirements — confirm compliance before relying on this exemption.",{"step":385,"title":386,"description":387,"tip":388},8,"Obtain director signatures and secretary's certification","Circulate the resolution for signature by the required number of directors — or all directors if adopting by written consent without a meeting. Once signed, have the corporate secretary certify it and file it in the company's minute book.","Date the resolution on the day the last required signature is obtained, not the day it was drafted. Backdating corporate resolutions carries serious legal and regulatory risk.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"Issuing shares beyond authorized capital","Shares issued in excess of the company's authorized share capital are void under corporate law in virtually every jurisdiction. Shareholders who receive void shares have no valid ownership interest, and the company faces regulatory liability.","Check remaining authorized but unissued shares before drafting the resolution. If insufficient shares are available, pass a separate resolution to amend the articles and increase authorized capital first.",{"mistake":395,"why_it_matters":396,"fix":397},"Issuing shares before receiving full payment","In most jurisdictions, shares must be fully paid before they are validly allotted. Issuing shares on credit or on a promise of future payment creates unpaid share liability for the subscriber and can render the allotment challengeable.","Include a condition precedent in the resolution making issuance contingent on receipt of cleared funds or completed asset transfer, and instruct the secretary to update the register only after confirming payment.",{"mistake":399,"why_it_matters":400,"fix":401},"Skipping the pre-emption rights process","Existing shareholders who held pre-emption rights under the articles or a shareholder agreement can apply to court to have the issuance set aside or claim damages if their right of first offer was bypassed.","Audit all constitutional documents and shareholder agreements before proceeding. Either complete the pre-emption offer process or obtain signed waivers from all rights-holders and attach them to the minute book.",{"mistake":403,"why_it_matters":404,"fix":405},"Failing to confirm a securities law exemption","An unregistered share issuance that does not qualify for a recognized exemption constitutes an illegal securities offering. Consequences include mandatory rescission of the sale, civil liability to the investor, and regulatory penalties.","Identify the applicable exemption before issuing any shares, record it in the resolution, and collect the subscriber's qualifying representations — accredited investor status, investment intent, or equivalent — in a subscription agreement.",{"mistake":407,"why_it_matters":408,"fix":409},"Using the wrong entity name for the subscriber","A mismatch between the subscriber's name in the resolution and the name on the share register, cap table, or subscription agreement creates title uncertainty that complicates future financing, due diligence, and exit transactions.","Require the subscriber to provide a copy of their government-issued ID (individuals) or corporate registry extract (entities) and copy the legal name verbatim into the resolution.",{"mistake":411,"why_it_matters":412,"fix":413},"Backdating the resolution to an earlier date","Backdating a corporate resolution to shift the effective date of a share issuance — for tax, valuation, or option-plan purposes — is fraudulent misrepresentation and a breach of directors' fiduciary duties. It can void the issuance and expose directors to personal liability.","Date the resolution on the day the last required signature is obtained. If a historical effective date is needed for legitimate reasons, obtain legal advice on how to document it transparently.",[415,418,421,424,427,430,433,436,439,442],{"question":416,"answer":417},"What is a resolution for the subscription for and issuance of shares?","A resolution for the subscription for and issuance of shares is a formal corporate board resolution that simultaneously records the board's acceptance of a subscriber's application to purchase shares and its authorization to allot and issue those shares to the subscriber. It is the primary corporate record evidencing that a share issuance was validly approved by the directors and executed in accordance with the company's constitutional documents and applicable law.\n",{"question":419,"answer":420},"When does a company need to pass this resolution?","This resolution is required every time a private company issues new shares to any person — including founders receiving initial shares, angel or venture investors purchasing equity in a funding round, employees exercising stock options, or parties receiving shares as acquisition consideration. Without a formal board resolution, the issuance lacks corporate authorization and may not be recognized as valid by courts, regulators, or future investors conducting due diligence.\n",{"question":422,"answer":423},"What is the difference between a share subscription and a share allotment?","A share subscription is the offer made by a prospective shareholder to purchase a specified number of shares at an agreed price. Share allotment is the act by which the board accepts that subscription and formally creates the shares in the subscriber's name. This resolution covers both steps — it records the board's acceptance of the subscription and its authorization of the allotment in a single document.\n",{"question":425,"answer":426},"Do shares need to be fully paid before this resolution is passed?","The timing depends on jurisdiction. In most common-law jurisdictions — including the US, Canada, and the UK — shares must generally be fully paid before or simultaneously with allotment. This resolution typically makes issuance conditional on receipt of cleared funds, meaning the corporate secretary updates the share register only after payment is confirmed. Issuing shares before payment is received creates unpaid share liability and can render the allotment void or voidable.\n",{"question":428,"answer":429},"What are pre-emption rights and do they affect this resolution?","Pre-emption rights — also called rights of first offer — give existing shareholders the right to be offered new shares proportionally before they are issued to an outside party. Whether they apply depends on the company's articles of incorporation and any shareholder agreement in place. This resolution must confirm either that pre-emption rights were waived, that no such rights exist, or that the required offer procedure was completed. Bypassing applicable pre-emption rights is a ground for a shareholder to challenge the issuance.\n",{"question":431,"answer":432},"Does issuing shares require shareholder approval as well as board approval?","In many jurisdictions and company structures, the board has authority to issue shares within the authorized capital without a shareholder vote — a board resolution is sufficient. However, some constitutions require shareholder approval for specific issuances, particularly those that exceed a certain percentage of existing shares or involve the creation of a new share class. Check the company's articles and applicable corporate statute before relying on board authority alone.\n",{"question":434,"answer":435},"What securities law considerations apply to issuing shares?","Share issuances are regulated under securities law in every major jurisdiction. In the US, new share issuances must either be registered with the SEC or qualify for an exemption such as Regulation D. In Canada, provincial securities commissions regulate private placements. In the UK and EU, prospectus rules apply above certain thresholds. This resolution should identify the applicable exemption and confirm the subscriber's qualifying status — failure to do so can constitute an illegal securities offering subject to rescission and regulatory penalties.\n",{"question":437,"answer":438},"Can this resolution be passed by written consent without a board meeting?","Yes, in most jurisdictions corporations can pass board resolutions by written consent — also called a written resolution or unanimous consent resolution — signed by all directors (or the required majority) in lieu of convening a formal meeting. The resolution must be signed by all directors entitled to vote, or by the minimum number specified in the articles, and the signed document is then filed in the minute book as though it were the minutes of a meeting.\n",{"question":440,"answer":441},"What corporate records need to be updated after this resolution is passed?","Following adoption of the resolution, the corporate secretary must update the share register to add the subscriber's name and share details, update the capitalization table to reflect the new ownership percentages, issue a share certificate or electronic equivalent to the subscriber, and file any required regulatory or securities commission notices within the applicable deadline — typically 15 to 45 days depending on jurisdiction.\n",{"question":443,"answer":444},"Do I need a lawyer to prepare a share issuance resolution?","For straightforward issuances within a simple share structure — such as issuing common shares to a founder or a single investor at a documented price — a high-quality template is often sufficient for an experienced business owner or corporate secretary. Legal review is strongly recommended for issuances involving preferred shares with special rights, convertible instruments, multiple share classes, cross-border investors, or securities law compliance in regulated jurisdictions. A 1–2 hour lawyer review typically costs $400–$800 and is cost-effective relative to the risk of an invalid issuance.\n",[446,450,454,458,462,466],{"industry":447,"icon_asset_id":448,"specifics":449},"Technology / SaaS","industry-saas","Frequent issuances across multiple funding rounds with preferred share classes, anti-dilution provisions, and investor rights — each requiring a distinct board resolution tied to a subscription agreement.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Share issuances subject to FINRA, FCA, or provincial securities regulator oversight, often requiring concurrent regulatory filings within strict deadlines alongside the corporate resolution.",{"industry":455,"icon_asset_id":456,"specifics":457},"Real Estate","industry-real-estate","Private placement share issuances in real estate holding companies and REITs, where the resolution must address beneficial ownership disclosure and land transfer implications.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional Services","industry-professional-services","Equity admissions for incoming partners formalized through share issuances, where the resolution must align with partnership or shareholder agreements governing buyout and vesting terms.",{"industry":463,"icon_asset_id":464,"specifics":465},"Manufacturing","industry-manufacturing","Share issuances to strategic investors or joint venture partners often involve non-cash consideration — equipment, IP, or inventory — requiring the board to document the fair market value determination in the resolution.",{"industry":467,"icon_asset_id":468,"specifics":469},"Healthcare / Life Sciences","industry-healthtech","Highly regulated share issuances in clinical-stage companies where investor accredited status, securities law exemptions, and foreign ownership restrictions must all be addressed in the resolution record.",[471,475,479,483],{"vs":472,"vs_template_id":473,"summary":474},"Shareholders' Agreement","shareholders-agreement-D170","A shareholders' agreement governs the ongoing rights and obligations among shareholders — voting, dividends, transfer restrictions, and exit mechanisms. A share issuance resolution is the act that creates the shareholding in the first place. Both documents are needed: the resolution issues the shares; the shareholders' agreement determines how those shares are governed going forward.",{"vs":476,"vs_template_id":477,"summary":478},"Share Subscription Agreement","stock-subscription-agreement-D13264","A share subscription agreement is a bilateral contract between the company and a subscriber setting out the commercial terms — price, representations, conditions, and closing mechanics. This board resolution is the unilateral corporate act that formally accepts the subscription and authorizes issuance. Both are required: the subscription agreement creates the contractual obligation; the resolution executes it at the corporate level.",{"vs":480,"vs_template_id":481,"summary":482},"Stock Option Agreement","stock-option-plan-D13240","A stock option agreement grants the right to purchase shares at a future date at a set price — no shares are issued immediately. A share issuance resolution is used when shares are actually being issued and allotted, either at inception or upon exercise of an option. A separate resolution is typically required at each option exercise event.",{"vs":484,"vs_template_id":485,"summary":486},"Board Resolution (General)","board-resolution-D13619","A general board resolution can authorize a wide range of corporate actions — opening bank accounts, approving contracts, or appointing officers. A share issuance resolution is a specialized form that specifically records the acceptance of a subscription and allotment of shares. The specific form is required whenever shares are issued because it captures the share-level detail — class, quantity, price, payment — that a general resolution template does not.",{"use_template":488,"template_plus_review":492,"custom_drafted":496},{"best_for":489,"cost":490,"time":491},"Private companies issuing common shares to founders or a single investor at a straightforward price in a single jurisdiction","Free","30–60 minutes",{"best_for":493,"cost":494,"time":495},"Issuances involving preferred shares, multiple share classes, cross-border investors, or first-time capital raises above $250K","$400–$800","2–5 days",{"best_for":497,"cost":498,"time":499},"Complex multi-round financings, regulated industries, convertible instrument conversions, or issuances requiring concurrent securities filings in multiple jurisdictions","$1,500–$5,000+","1–3 weeks",[501,506,511,516],{"code":502,"name":503,"flag_asset_id":504,"note":505},"us","United States","flag-us","Share issuances in US corporations are governed by the corporate statute of the state of incorporation — most commonly Delaware General Corporation Law. Federal securities law requires every issuance to be registered with the SEC or qualify for an exemption such as Regulation D Rule 506(b) or 506(c). Most private company issuances rely on Rule 506(b), which requires the company to file a Form D notice with the SEC within 15 days of the first sale. State blue sky laws may require additional filings. Directors should document the board's valuation basis — such as a 409A appraisal — to support the subscription price.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"ca","Canada","flag-ca","Canadian corporations governed by the Canada Business Corporations Act or provincial equivalents must issue shares only for adequate consideration as determined by the directors, and shares must be fully paid before allotment. Private placements are regulated by provincial securities commissions; most rely on the 'accredited investor' or 'offering memorandum' exemptions, with a required report of exempt distribution filed within 10 days of each closing. Quebec-incorporated companies must ensure the resolution complies with both the Quebec Business Corporations Act and French-language requirements for provincial filings.",{"code":512,"name":513,"flag_asset_id":514,"note":515},"uk","United Kingdom","flag-uk","UK private companies limited by shares must allot shares in accordance with the Companies Act 2006, which requires directors to have authority to allot conferred either by the articles or by a shareholder resolution. Pre-emption rights under Section 561 of the Companies Act 2006 apply to cash issuances unless disapplied by the articles or a special shareholder resolution. Shares must be paid up at least to their nominal value. A return of allotment (Form SH01) must be filed at Companies House within one month of allotment.",{"code":517,"name":518,"flag_asset_id":519,"note":520},"eu","European Union","flag-eu","Share issuance requirements vary significantly by member state. In Germany, new share issuances by a GmbH require a notarized shareholders' resolution and amendment of the articles registered at the Handelsregister. In France, the board must be authorized by shareholders (assemblée générale extraordinaire) to issue shares above a threshold. The EU Prospectus Regulation (EU 2017/1129) exempts most private placements to fewer than 150 non-professional investors per member state from prospectus requirements. Anti-dilution and pre-emption rules are mandatory in many member states and cannot be waived by board resolution alone.",[522,523,524,525,526,527,528,529,530,531,532,533],"shareholders-agreement-D1016","stock-subscription-agreement-D350","stock-option-plan-D13284","board-resolution-D78","non-disclosure-agreement-nda-D12692","investment-agreement-D13243","term-sheet-D473","corporate-governance-policy-D13943","articles-of-incorporation-D998","board-resolution-approving-declaration-of-final-dividend-D41","stock-transfer-agreement-D14069","minutes-of-meeting-of-directors-D14",{"emit_how_to":203,"emit_defined_term":203},{"primary_folder":101,"secondary_folder":536,"document_type":537,"industry":538,"business_stage":539,"tags":540,"confidence":546},"equity-and-mergers","resolution","general","all-stages",[541,542,543,544,545],"equity","shares","board-resolution","corporate-governance","share-issuance",0.95,"\u003Ch2>What is a Resolution for the Subscription for and Issuance of Shares?\u003C/h2>\n\u003Cp>A \u003Cstrong>Resolution for the Subscription for and Issuance of Shares\u003C/strong> is a formal corporate board resolution that records two linked legal acts in a single document: the board's acceptance of a subscriber's application to purchase shares, and its authorization to allot and issue those shares to the subscriber. It identifies the subscriber by legal name, specifies the share class, number of shares, price per share, aggregate consideration, and payment terms, and confirms that the issuance complies with the company's articles of incorporation, applicable corporate statute, and securities law. Once signed by the required directors and certified by the corporate secretary, it becomes the primary documentary evidence that a share issuance was validly authorized and executed — the foundation entry in the company's minute book for that transaction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Issuing shares without a properly adopted board resolution leaves the company and its directors exposed on every front that matters. A purchaser of shares who receives no resolution evidence has no clean title to rely on in future financing rounds or exit due diligence — a single missing or defective resolution can stall a Series A or delay an acquisition close by weeks while lawyers unwind the gap. Regulators in the US, Canada, the UK, and the EU treat share issuances as regulated events: an allotment made without board authority or without a documented securities law exemption is voidable and, in some cases, subject to mandatory rescission and civil penalties. Existing shareholders who held pre-emption rights and were bypassed can seek court orders to reverse the issuance. This template gives you a structured, jurisdiction-aware starting point that captures every required element — subscriber identity, share-level detail, payment terms, pre-emption confirmation, and securities law compliance — in the format courts, auditors, and investors expect to see in a well-maintained minute book.\u003C/p>\n",1778696376661]