[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-shareholders-resolution-ratyfing-prior-acts-of-officers-D87":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":188,"customdescription":6,"mdFm":189,"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},"SHAREHOLDERS RESOLUTION TO RATIFY PRIOR ACTS OF OFFICERS AND DIRECTORS DULY PASSED ON [DATE] WHEREAS, all actions by the Officers and Directors from [DATE] to [DATE] have been duly presented to the shareholders at a shareholders' meeting duly called and assembled, be it: RESOLVED, that the shareholders of [YOUR COMPANY NAME] hereby ratify all actions of the Officers and Directors as presented to the shareholders.",null,"Shareholders Resolution Ratyfing 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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. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[117],{"label":118,"url":119},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":126,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":131,"keywords":139,"url":140},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[132,135,138],{"label":133,"url":134},"Human Resources","human-resources",{"label":136,"url":137},"Hire an Employee","hire-employee",{"label":101,"url":102},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":93,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":154},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":149,"description":6},"employment agreement_at will employee",[151,152,153],{"label":133,"url":134},{"label":136,"url":137},{"label":101,"url":102},"/template/employment-agreement_at-will-employee-D541",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":93,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":169},"CORPORATE GOVERNANCE POLICY PURPOSE The purpose of this Corporate Governance Policy at [YOUR COMPANY NAME] is to establish a comprehensive framework for the governance of the organization. This policy ensures that the company is managed in an ethical, transparent, and accountable manner, aligning with regulatory requirements and best practices in corporate governance. It aims to promote the long-term interests of shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers, and the community. CORPORATE GOVERNANCE PRINCIPLES Accountability: Ensure the company is accountable to its shareholders and stakeholders. This includes regular reporting, transparent decision-making processes, and a robust system of checks and balances. Transparency: Provide clear and timely information about the company's activities, performance, and governance. This involves regular disclosures, financial reporting, and open communication channels. Integrity: Conduct business with honesty and integrity, adhering to ethical standards. This includes fostering a culture of ethical behavior and ensuring that all employees understand and follow the company's code of conduct. Fairness: Treat all stakeholders fairly and equitably. This means providing equal opportunities, preventing conflicts of interest, and ensuring that decisions are made impartially. Responsibility: Ensure the company meets its legal and regulatory obligations and operates sustainably. This involves maintaining compliance with all applicable laws and regulations and implementing policies that promote social and environmental responsibility. BOARD OF DIRECTORS Composition: The Board shall consist of [NUMBER] members, including a mix of executive and non-executive directors. A majority of the Board members shall be independent directors to ensure objectivity and prevent conflicts of interest. The Board shall include a diverse mix of skills, experience, and backgrounds to provide comprehensive oversight and strategic direction. Roles and Responsibilities: Strategic Guidance: Provide strategic guidance and oversight of the company's management. This includes setting the company's strategic goals and monitoring their implementation. Policy Approval: Approve major corporate plans, budgets, and policies. This ensures that all significant decisions are aligned with the company's strategic direction. Performance Monitoring: Monitor the performance of the CEO and senior management. This involves regular evaluations and feedback to ensure effective leadership. Compliance Oversight: Ensure the company's compliance with legal and regulatory requirements. This includes establishing internal controls and monitoring their effectiveness. Committees: Audit Committee: Responsible for overseeing the financial reporting process, internal controls, and the audit process. Compensation Committee: Determines executive compensation and ensures it aligns with the company's performance and strategic goals. Nomination and Governance Committee: Oversees Board composition, development, and governance practices. Establish additional committees as necessary to address specific issues or areas of concern. EXECUTIVE MANAGEMENT CEO and Senior Management: The CEO is responsible for the overall management of the company, implementing the Board's policies and strategies, and ensuring operational efficiency. Senior management supports the CEO in implementing the company's strategic and operational plans, managing day-to-day operations, and ensuring that all activities comply with internal policies and external regulations. Ensure effective communication between the Board and executive management to facilitate informed decision-making and alignment of goals. SHAREHOLDER RIGHTS Protect the rights of shareholders and ensure equitable treatment. This includes facilitating the effective exercise of voting rights and providing mechanisms for shareholders to express their views and concerns.","Corporate Governance Policy","5","https://templates.business-in-a-box.com/imgs/1000px/corporate-governance-policy-D13943.png","https://templates.business-in-a-box.com/imgs/250px/13943.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13943.xml",{"title":163,"description":6},"corporate governance policy",[165,166],{"label":133,"url":134},{"label":167,"url":168},"Company Policies","company-policies","/template/corporate-governance-policy-D13943",{"description":171,"descriptionCustom":6,"label":172,"pages":8,"size":173,"extension":10,"preview":174,"thumb":175,"svgFrame":176,"seoMetadata":177,"parents":178,"keywords":186,"url":187},"MEETING MINUTES [YOUR COMPANY NAME] Opening: The regular meeting 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. Approval of Agenda The agenda was unanimously approved as distributed. Approval of Minutes The minutes of the previous meeting were unanimously approved as distributed. Announcements","Minutes for a Formal Meeting",30,"https://templates.business-in-a-box.com/imgs/1000px/minutes-for-a-formal-meeting-D13.png","https://templates.business-in-a-box.com/imgs/250px/13.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13.xml",{"title":6,"description":6},[179,181,183],{"label":17,"url":180},"business-plan-kit",{"label":20,"url":182},"board-of-directors",{"label":184,"url":185},"Meeting Minutes","meeting-minutes","minutes for a formal meeting","/template/minutes-for-a-formal-meeting-D13",false,{"seo":190,"reviewer":203,"legal_disclaimer":207,"quick_facts":208,"at_a_glance":210,"personas":214,"variants":239,"glossary":263,"clauses":297,"how_to_fill":343,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":519,"classification":520},{"meta_title":191,"meta_description":192,"primary_keyword":193,"secondary_keywords":194},"Shareholders Resolution Ratifying Prior Acts of | Free Word Download","Free shareholders resolution template ratifying prior acts of officers. Covers board approval, officer actions, and corporate governance.","shareholders resolution ratifying prior acts of officers",[195,196,197,198,199,200,201,202],"shareholder resolution template","ratification of officer acts resolution","corporate resolution template word","shareholders resolution template free","board resolution ratifying officer actions","shareholder ratification resolution","corporate governance resolution template","officer acts ratification form",{"name":204,"credential":205,"reviewed_date":206},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":209,"legal_review_recommended":207,"signature_required":207,"notarization_required":188},"advanced",{"what_it_is":211,"when_you_need_it":212,"whats_inside":213},"A Shareholders Resolution Ratifying Prior Acts of Officers is a formal corporate document by which a company's shareholders retroactively approve actions taken by officers — such as a CEO, CFO, or Secretary — that were executed without prior shareholder authorization. This free Word download gives you a structured, legally organized template you can edit online and export as PDF for execution at or outside of a formal shareholder meeting.\n","Use it when officers have already executed contracts, financial commitments, or operational decisions that required shareholder approval under the company's bylaws, articles of incorporation, or applicable corporate law — and that approval was not obtained in advance. It is also used during annual housekeeping reviews to confirm and ratify the general conduct of officers over the prior fiscal period.\n","Recitals identifying the company and officers involved, a description of the specific prior acts being ratified, the resolution clause granting formal approval, confirmation that the acts are consistent with the company's interests, signature blocks for all required shareholders, and an effective date. The template covers both specific-act ratifications and omnibus annual ratifications.\n",[215,219,223,227,231,235],{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Retroactively ratifying contracts signed by a co-founder before governance formalities were in place","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate secretaries","Completing annual housekeeping by ratifying all officer acts taken during the fiscal year","persona-corporate-secretary",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Approving officer decisions made without a prior shareholder vote to satisfy lender or investor requirements","persona-small-business-owner",{"title":228,"use_case":229,"icon_asset_id":230},"M&A counsel and acquirers","Cleaning up unauthorized officer actions discovered during due diligence before closing a transaction","persona-legal-counsel",{"title":232,"use_case":233,"icon_asset_id":234},"CFOs and finance officers","Ratifying financial commitments or banking agreements executed ahead of a shareholder authorization meeting","persona-cfo",{"title":236,"use_case":237,"icon_asset_id":238},"Private equity portfolio managers","Ensuring portfolio company officer actions are properly ratified as part of post-acquisition governance cleanup","persona-investor",[240,244,247,251,255,259],{"situation":241,"recommended_template":242,"slug":243},"Ratifying all officer acts taken during a completed fiscal year in one document","Annual Omnibus Shareholders Resolution Ratifying Officer Acts","shareholders-resolution-ratyfing-prior-acts-of-officers-D87",{"situation":245,"recommended_template":246,"slug":243},"Ratifying a specific contract signed by an officer without prior approval","Shareholders Resolution Ratifying Prior Acts of Officers",{"situation":248,"recommended_template":249,"slug":250},"Authorizing a specific future officer action (not retroactive)","Shareholders Resolution Authorizing Officer Action","shareholders-resolution-D88",{"situation":252,"recommended_template":253,"slug":254},"Board of directors (not shareholders) retroactively approving officer acts","Board of Directors Resolution Ratifying Officer Acts","board-resolution-approving-compensation-for-board-of-directors-D39",{"situation":256,"recommended_template":257,"slug":258},"Shareholders ratifying acts taken during a period of corporate transition or restructuring","Special Shareholders Resolution — Corporate Transition","",{"situation":260,"recommended_template":261,"slug":262},"Ratifying officer acts in the context of an M&A transaction closing","Shareholders Written Consent in Lieu of Meeting","action-by-written-consent-of-shareholders-D22",[264,267,270,273,276,279,282,285,288,291,294],{"term":265,"definition":266},"Ratification","The formal, retroactive approval of an act already taken, giving it the same legal effect as if it had been authorized in advance.",{"term":268,"definition":269},"Officer","An individual appointed by the board or shareholders to manage the corporation's day-to-day operations, such as a CEO, CFO, COO, or Secretary.",{"term":271,"definition":272},"Shareholder Resolution","A formal decision made by a company's shareholders, either at a meeting or by written consent, that is binding on the corporation.",{"term":274,"definition":275},"Quorum","The minimum percentage or number of shareholders (by vote or share count) required to be present or represented for a shareholder vote to be valid.",{"term":277,"definition":278},"Written Consent in Lieu of Meeting","A procedure allowing shareholders to pass a resolution by signing a written document rather than convening a formal meeting, permitted in most jurisdictions.",{"term":280,"definition":281},"Ultra Vires","An act performed beyond the legal authority of the corporation or the individual officer — ratification can cure some but not all ultra vires acts.",{"term":283,"definition":284},"Indemnification","A commitment by the corporation to reimburse or defend an officer against claims arising from authorized actions taken in their official capacity.",{"term":286,"definition":287},"Recitals","The introductory 'whereas' clauses in a resolution that set out the background facts and context that justify the resolution being passed.",{"term":289,"definition":290},"Omnibus Ratification","A single resolution that retroactively approves all acts taken by officers during a defined period rather than ratifying each act individually.",{"term":292,"definition":293},"Majority Vote","Approval by shareholders holding more than 50% of the voting shares — the standard threshold for ordinary resolutions unless the bylaws require a supermajority.",{"term":295,"definition":296},"Supermajority","A voting threshold higher than a simple majority — typically 66.7% or 75% — required by some bylaws or statutes for certain significant corporate actions.",[298,303,308,313,318,323,328,333,338],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Preamble and corporate identification","Identifies the corporation by its full legal name, jurisdiction of incorporation, and the date the resolution is adopted.","The undersigned, being all (or the requisite majority) of the shareholders of [CORPORATION FULL LEGAL NAME], a corporation incorporated under the laws of [STATE / PROVINCE / COUNTRY] (the 'Corporation'), hereby adopt the following resolution as of [DATE].","Using a trade name instead of the registered legal name. Resolutions that do not match the exact corporate registry name can be rejected by banks, registrars, and counterparties.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Recitals — description of prior acts","Sets out the background facts: who acted, what they did, and when — providing the factual foundation for the ratification.","WHEREAS, [OFFICER NAME], acting in their capacity as [TITLE] of the Corporation, did on or about [DATE(S)], [DESCRIPTION OF ACT — e.g., 'execute a lease agreement with [LANDLORD NAME] for premises at [ADDRESS] for a term of [X] years at a monthly rent of $[AMOUNT]'].","Writing vague recitals like 'performed various acts on behalf of the Corporation.' Courts and third parties require specific descriptions to determine whether ratification covers the act in question.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Resolution clause — ratification","The operative sentence that formally and retroactively approves the described prior acts, giving them the same legal effect as if pre-authorized.","RESOLVED, that the shareholders of the Corporation hereby ratify, confirm, and approve all acts, transactions, agreements, and decisions made by [OFFICER NAME(S)] in their capacity as [TITLE(S)] during the period from [START DATE] to [END DATE], as described in the recitals above.","Omitting a defined period or specific act description in the resolution clause, leaving ambiguity about exactly what is and is not ratified — which creates disputes if the officer's conduct is later challenged.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confirmation of authority and corporate benefit","States that the ratified acts were within the officer's authority as extended by this resolution and were in the best interests of the corporation.","FURTHER RESOLVED, that the actions described herein are hereby confirmed as having been taken on behalf of, and for the benefit of, the Corporation, and all persons relying on such actions are hereby notified of their validity and binding effect.","Omitting this clause when ratifying acts that could be challenged as self-interested. Without a corporate-benefit statement, minority shareholders may have grounds to contest the ratification.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Indemnification and hold-harmless clause","Protects the officer from personal liability for the ratified acts by committing the corporation to defend and indemnify them against related claims.","FURTHER RESOLVED, that the Corporation shall indemnify and hold harmless [OFFICER NAME(S)] from and against any claims, liabilities, costs, and expenses arising from the acts ratified herein, to the fullest extent permitted by applicable law and the Corporation's bylaws.","Including indemnification for acts that are not within the scope of what the bylaws or applicable statute permits — unenforceable indemnification language can void the entire clause.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Savings clause for unauthorized acts","Clarifies that the resolution does not ratify any acts that were illegal, fraudulent, or outside the corporation's permitted purposes.","PROVIDED THAT, nothing in this resolution shall be construed to ratify any act that was illegal, fraudulent, or contrary to the best interests of the Corporation, or any act that the Corporation was not legally empowered to authorize.","Omitting the savings clause. Without it, an omnibus ratification resolution could be interpreted as approving fraud or illegal acts — exposing the corporation and approving shareholders to liability.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Shareholder vote and quorum confirmation","Confirms that the required quorum of shareholders approved the resolution and that the vote met the threshold required by the bylaws.","This resolution has been adopted by shareholders holding [X]% of the issued and outstanding voting shares of the Corporation, representing a [majority / supermajority] of votes entitled to be cast, constituting the quorum required under the Corporation's bylaws.","Not recording the actual vote percentage. If the resolution is later challenged, there must be a documented record that the required threshold was met.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Authority to implement","Directs the officers and corporate secretary to take any additional steps necessary to give effect to the ratified acts and file any required notices.","FURTHER RESOLVED, that the officers and Secretary of the Corporation are hereby authorized and directed to take all actions, execute all documents, and make all filings necessary or appropriate to carry out the purposes of this resolution.","Omitting this clause when the ratification involves a filed document (e.g., a recorded deed or a registered agreement). Without explicit authority, officers may face uncertainty about whether they can act further on the ratified matter.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Effective date and signatures","States the date the resolution takes effect and provides signature blocks for all required shareholders, confirming their consent.","This resolution is effective as of [DATE]. Signed by the shareholders of [CORPORATION NAME]: [SHAREHOLDER NAME], [SHARE CLASS], [NUMBER OF SHARES] shares held. Signature: ______________________ Date: ____________.","Dating the resolution before the acts being ratified. A ratification cannot be effective before the acts it approves occurred — backdating creates fraud risk and may void the resolution.",[344,349,354,359,364,369,374],{"step":345,"title":346,"description":347,"tip":348},1,"Enter the corporation's full legal name and jurisdiction","Use the exact registered legal name from your corporate registry or certificate of incorporation. Include the jurisdiction (state, province, or country) and entity type (Inc., Ltd., LLC, Corp.).","Cross-reference the exact legal name against your latest annual filing or certificate of good standing — any variation can cause the resolution to be rejected by a bank or registrar.",{"step":350,"title":351,"description":352,"tip":353},2,"Identify the officer and describe each prior act specifically","Name the officer by their full legal name and title, then describe each act with specific details: what was done, the date it was done, the counterparty involved, and the financial or legal effect.","If ratifying a contract, attach the signed agreement as Exhibit A and reference it by name and date in the recitals — this leaves no ambiguity about what is being ratified.",{"step":355,"title":356,"description":357,"tip":358},3,"Define the ratification period","Set a clear start and end date for the period covered by the ratification. For an annual omnibus ratification, use the first and last day of the fiscal year.","For M&A due diligence cleanups, use the specific dates of the unauthorized acts rather than a broad period — narrow scope reduces the risk of inadvertently ratifying unidentified issues.",{"step":360,"title":361,"description":362,"tip":363},4,"Confirm the voting threshold and quorum","Check your bylaws or shareholders agreement to determine the required vote percentage for this type of resolution (simple majority or supermajority). Calculate the shares held by consenting shareholders and confirm quorum is met.","Record the exact percentage of voting shares represented — not just 'majority' — so the resolution is self-evidencing if challenged later.",{"step":365,"title":366,"description":367,"tip":368},5,"Review and tailor the indemnification clause","Confirm that the indemnification language matches the scope permitted by your bylaws and applicable corporate statute. Remove or limit the clause if the acts involved any third-party dispute that could create insurance coverage issues.","Check your D&O insurance policy before including a broad indemnification clause — some policies are voided or limited by resolutions that expand indemnification beyond the policy terms.",{"step":370,"title":371,"description":372,"tip":373},6,"Include the savings clause","Retain the savings clause carving out illegal, fraudulent, or ultra vires acts from the scope of ratification. Do not delete it, even for a routine annual ratification.","Add a line specifically excluding any acts that are currently the subject of litigation or regulatory inquiry — broad ratification during active proceedings creates additional liability risk.",{"step":375,"title":376,"description":377,"tip":378},7,"Obtain shareholder signatures before the effective date","Circulate the resolution for signature by all shareholders, or the requisite majority, as required by your bylaws. Use a written consent procedure if a formal meeting is not convened.","In jurisdictions that permit electronic signatures (US, Canada, UK, EU), DocuSign or Business in a Box eSign timestamps execution automatically — critical for establishing the resolution predates any challenge.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Backdating the resolution to a date before the acts occurred","A ratification by definition approves past acts — making the effective date precede those acts is legally meaningless and constitutes document fraud in most jurisdictions.","Always date the resolution on or after the latest act being ratified. The retroactive legal effect is built into the ratification concept itself.",{"mistake":385,"why_it_matters":386,"fix":387},"Using vague or omnibus language without identifying specific acts","Resolutions that ratify 'all acts and things done' without specifics can be challenged as ineffective because neither the corporation nor third parties can determine what was actually ratified.","Describe each act with the date, officer involved, counterparty, and the nature of the transaction. For multiple acts, attach a schedule listing each one.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting the savings clause","Without a carve-out for illegal or ultra vires acts, an omnibus ratification could be read to approve conduct that is not legally ratifiable — exposing approving shareholders to derivative liability.","Include the standard savings clause in every ratification resolution, regardless of how routine the acts being ratified appear to be.",{"mistake":393,"why_it_matters":394,"fix":395},"Failing to verify quorum before circulating for signature","A resolution signed by shareholders representing less than the required quorum is void. Discovering this after the fact — particularly during M&A due diligence — requires a corrective resolution and delays closings.","Calculate quorum against the current share register before drafting. Confirm all shareholders whose signatures are needed are reachable and capable of signing within the required timeline.",{"mistake":397,"why_it_matters":398,"fix":399},"Ratifying acts that are legally incapable of ratification","Not all unauthorized acts can be retroactively approved — acts that were illegal at the time, that required a license the company lacked, or that defrauded a third party cannot be cured by ratification.","Have legal counsel review the specific acts before proceeding. If an act cannot be ratified, the remedy is negotiation with the affected party or a legal correction — not a shareholder resolution.",{"mistake":401,"why_it_matters":402,"fix":403},"Circulating the resolution without attaching supporting documentation","Shareholders who approve acts they cannot verify may later claim they were misled, opening the door to challenges of the ratification's validity.","Attach all relevant underlying documents — contracts, correspondence, financial records — as numbered exhibits referenced in the recitals before circulating for signature.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a shareholders resolution ratifying prior acts of officers?","A shareholders resolution ratifying prior acts of officers is a formal corporate document by which a company's shareholders retroactively approve actions taken by one or more officers — such as a CEO, CFO, or Secretary — that were carried out without prior shareholder authorization. The resolution gives those actions the same legal validity they would have had if the shareholders had approved them in advance. It is a standard governance tool used during annual housekeeping, M&A due diligence, and any time an officer acts ahead of a formal vote.\n",{"question":409,"answer":410},"When is a shareholders ratification resolution required?","It is required whenever an officer takes an action that the company's bylaws, articles of incorporation, or applicable corporate statute reserves for shareholder approval — and that approval was not obtained beforehand. Common triggers include signing leases or material contracts, opening or closing bank accounts, making significant financial commitments, and approving major operational decisions. It is also used as routine annual housekeeping to confirm the general conduct of officers over the prior fiscal year.\n",{"question":412,"answer":413},"Can shareholders ratify any officer act?","No. Shareholders can ratify unauthorized acts that were within the corporation's legal capacity and in its best interests. They cannot ratify acts that were illegal at the time they were taken, acts that constituted fraud against the corporation or third parties, or acts that the corporation itself was not legally empowered to authorize (ultra vires acts). If an act falls into one of these categories, legal counsel should be engaged to determine the appropriate remedy.\n",{"question":415,"answer":416},"What is the difference between a board resolution and a shareholders resolution ratifying officer acts?","A board of directors resolution is passed by the directors and is appropriate for ratifying acts that fell within the board's authority but were not formally voted on. A shareholders resolution is required when the act in question exceeded the board's authority and required shareholder approval under the bylaws or statute — for example, authorizing the sale of substantially all corporate assets or approving a major related-party transaction. In practice, the two documents are sometimes used together during annual governance reviews.\n",{"question":418,"answer":419},"Does a shareholders ratification resolution need to be signed by all shareholders?","Not necessarily. The required threshold depends on the company's bylaws and applicable corporate law. Most jurisdictions allow ordinary resolutions to pass with a simple majority of voting shares. Some matters require a supermajority (typically 66.7% or 75%). If the resolution is passed by written consent rather than at a formal meeting, many jurisdictions require unanimous consent unless the bylaws or statute permit a written majority consent procedure.\n",{"question":421,"answer":422},"Is a shareholders resolution ratifying officer acts legally binding on third parties?","Generally yes, once the acts are ratified, the corporation is bound to third parties who relied on the officer's apparent authority when the original acts were taken. Third parties dealing with a corporation in good faith are typically protected even before ratification under the doctrine of apparent authority. The resolution formally confirms the corporation's liability and removes any ambiguity about enforceability. Consider consulting a lawyer in your jurisdiction for advice on specific transactions.\n",{"question":424,"answer":425},"What is the difference between ratification and indemnification in this context?","Ratification approves the underlying act itself — making it valid and binding on the corporation going forward. Indemnification protects the individual officer from personal liability arising from the ratified act. They serve different purposes: ratification benefits the corporation and third parties by confirming the act's validity; indemnification benefits the officer by shifting any remaining personal risk to the corporation. A well-drafted resolution typically includes both.\n",{"question":427,"answer":428},"How is a shareholders resolution passed without holding a formal meeting?","Most corporate statutes in the US, Canada, UK, and EU permit shareholders to pass resolutions by written consent in lieu of a meeting — provided the required majority (or unanimity, depending on jurisdiction and resolution type) of shareholders sign the written consent document. The resolution must include a statement that it is passed in lieu of a meeting, the effective date, and signatures of the required shareholders. Electronic signatures are accepted in most jurisdictions for this purpose.\n",{"question":430,"answer":431},"Do I need a lawyer to prepare a shareholders ratification resolution?","For routine annual omnibus ratifications of standard officer acts in a closely held company, a high-quality template is generally sufficient. Engage a lawyer when the acts being ratified involved material contracts, related-party transactions, regulatory filings, or significant financial commitments; when the company is preparing for an M&A transaction or financing round; or when there is any dispute among shareholders about whether the acts were in the corporation's best interests.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Ratifying software licensing agreements, cloud infrastructure contracts, and employment offer letters signed by founders before governance structures were formalized.",{"industry":438,"icon_asset_id":439,"specifics":440},"Real estate","industry-real-estate","Ratifying lease agreements, property management contracts, and financing commitments executed by officers ahead of a shareholder authorization meeting.",{"industry":442,"icon_asset_id":443,"specifics":444},"Financial services","industry-fintech","Ratifying banking resolutions, account opening authorizations, and investment management agreements to satisfy regulatory and audit requirements.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional services","industry-professional-services","Ratifying client engagement letters, subcontractor agreements, and office lease renewals signed by managing partners or officers without a prior shareholder vote.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Ratifying supply agreements, equipment purchase commitments, and distribution contracts entered into by operations officers during production ramp-ups.",{"industry":454,"icon_asset_id":455,"specifics":456},"Healthcare","industry-healthtech","Ratifying vendor contracts, facility leases, and technology licensing agreements executed by administrators ahead of board or shareholder approval cycles.",[458,462,465,469],{"vs":459,"vs_template_id":460,"summary":461},"Board of Directors Resolution","D{BOARD_RESOLUTION_ID}","A board resolution is passed by directors and covers acts within the board's authority. A shareholders resolution is required when the act exceeded board authority and required shareholder approval under the bylaws or statute. For many routine officer acts, a board resolution is sufficient; a shareholders resolution is needed only when the shareholder threshold is triggered. Using a board resolution when a shareholders resolution is required does not cure the authorization defect.",{"vs":261,"vs_template_id":463,"summary":464},"shareholders-written-consent-in-lieu-of-meeting-D88","A written consent in lieu of meeting is the procedural mechanism by which shareholders pass resolutions without convening a formal meeting. A ratification resolution is the substantive content — what is being approved. The two are often combined: a ratification resolution passed by written consent rather than at a formal meeting uses both documents together.",{"vs":466,"vs_template_id":467,"summary":468},"Corporate Bylaws Amendment","D{BYLAWS_AMENDMENT_ID}","A bylaws amendment changes the rules governing how the corporation operates going forward. A ratification resolution approves specific past acts without changing the underlying rules. If an officer acted outside the current bylaws, a ratification resolution cures the specific instance; a bylaws amendment would change the rules to authorize similar acts in the future — both may be needed together.",{"vs":470,"vs_template_id":471,"summary":472},"Officers Certificate","D{OFFICERS_CERTIFICATE_ID}","An officer's certificate is a sworn statement by an officer confirming specific facts about the corporation — often used in financing transactions and closings. A shareholders ratification resolution is a governance document that retroactively authorizes past officer conduct. In M&A and lending transactions, both documents are typically required: the ratification resolution corrects the governance gap; the officer's certificate certifies to the counterparty that the gap has been cured.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Closely held companies conducting routine annual ratifications of standard officer acts with no shareholder disputes","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Companies ratifying material contracts, related-party transactions, or preparing for financing or M&A due diligence","$300–$800","1–3 days",{"best_for":483,"cost":484,"time":485},"Public or widely held companies, resolutions involving disputed acts, regulated industries, or cross-border officer authority questions","$1,000–$3,500+","1–2 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Under the Model Business Corporation Act and most state corporation statutes, shareholders may ratify unauthorized officer acts by a majority vote of shares entitled to vote. Delaware General Corporation Law Section 204 provides a detailed statutory ratification mechanism for defective corporate acts. Written consent procedures are permitted in all 50 states but may require unanimous consent for certain resolution types. California, New York, and several other states impose additional procedural requirements for closely held corporations.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Under the Canada Business Corporations Act and provincial equivalents, shareholders may ratify unauthorized officer acts by ordinary resolution (majority) unless the act required a special resolution (two-thirds majority) to authorize in the first place. Quebec civil law companies follow different ratification rules under the Civil Code. Written resolution procedures are permitted under most Canadian corporate statutes without a formal meeting, provided all shareholders entitled to vote sign the resolution or the requisite majority does, depending on the jurisdiction.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, shareholders may ratify acts of directors and officers by ordinary resolution (simple majority) in most cases. Section 239 of the Act specifically addresses ratification of acts by directors, requiring that votes cast by the director whose acts are being ratified (or their connected persons) are disregarded. Written resolutions are permitted for private companies under Part 13 of the Act. Public companies must pass ratification resolutions at a general meeting.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","Ratification of officer acts is governed by individual member state company law rather than EU-wide regulation. Germany, France, Spain, and the Netherlands each have distinct rules on the required majority, notification requirements, and the effect of ratification on third parties. The EU Single Market Directive harmonizes some aspects of company authority and officer representation, but ratification procedure remains a member-state matter. GDPR considerations apply when resolutions reference personal data of officers or counterparties in attached exhibits.",[262,508,509,510,511,512,513,514,515,516,517,518],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement-executive-D543","employment-agreement_at-will-employee-D541","shareholders-agreement-D1016","corporate-governance-policy-D13943","minutes-for-a-formal-meeting-D13","partnership-agreement-D12551","articles-of-incorporation-D998","llc-operating-agreement-D5209","minutes-of-meeting-of-directors-D14",{"emit_how_to":207,"emit_defined_term":207},{"primary_folder":521,"secondary_folder":522,"document_type":523,"industry":524,"business_stage":525,"tags":526,"confidence":531},"business-administration","board-governance","resolution","general","all-stages",[527,528,529,530],"governance","shareholders-resolution","corporate-approval","officer-actions",0.95,"\u003Ch2>What is a Shareholders Resolution Ratifying Prior Acts of Officers?\u003C/h2>\n\u003Cp>A \u003Cstrong>Shareholders Resolution Ratifying Prior Acts of Officers\u003C/strong> is a formal corporate governance document by which a company's shareholders retroactively approve actions already taken by one or more officers — such as a CEO, CFO, or Corporate Secretary — that were executed without the prior shareholder authorization required by the company's bylaws, articles of incorporation, or applicable corporate statute. By passing this resolution, shareholders give those past actions the same legal effect they would have had if properly authorized in advance. It is used both for targeted ratifications of specific transactions and as a routine annual housekeeping measure confirming the general conduct of officers across a completed fiscal period.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a formal ratification resolution, unauthorized officer acts create a persistent gap in your corporate governance record — one that surfaces at the worst possible moment. Lenders conducting loan covenant reviews, acquirers completing M&A due diligence, and investors reviewing governance prior to a financing round routinely identify unauthorized officer acts and require correction before proceeding. A contract signed by an officer without proper shareholder authority may be voidable by the counterparty or challenged by minority shareholders, exposing the corporation to renegotiation risk or litigation. Officers who acted without authorization also carry personal liability exposure that an indemnification clause in the ratification resolution resolves. Passing a properly drafted shareholders ratification resolution closes these gaps cleanly, gives third parties certainty about the corporation's obligations, and protects the officers involved — all without the cost or delay of unwinding the underlying transaction.\u003C/p>\n",1779808998894]