Board Resolution Format for Company Name Change

UNANIMOUS WRITTEN CONSENT AND FORMAL RESOLUTION OF THE BOARD OF DIRECTORS

OF
[CURRENT FULL LEGAL COMPANY NAME]

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DOCUMENT CONTROL INFORMATION

• Document Title: Unanimous Written Consent of the Board of Directors Authorizing Corporate Name Change and Related Actions
• Document Identification Number: BDR-NC-[YYYY]-[XXXX]
• Effective Date: [Date, e.g., October 24, 202X]
• Version: 3.0 (Institutional Production Standard)
• Governing Jurisdiction: State of [State of Incorporation, e.g., Delaware]
• Target Effective Date of Corporate Name Change: [Target Corporate Filing Date]

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT NOTICE: This corporate governance instrument has been prepared for execution pursuant to the applicable corporate statutes of the State of [State of Incorporation, e.g., Delaware General Corporation Law (DGCL) § 141(f) and § 242; or California Corporations Code § 307(b) and § 902; or Model Business Corporation Act § 8.21 and § 10.03]. Corporate name changes require an amendment to the entity’s Certificate or Articles of Incorporation, which typically necessitates both Board of Directors recommendation/approval and, unless explicitly exempted by statutory carve-out or charter provision, approval by the holders of the requisite majority of outstanding voting shares. Counsel must confirm that the proposed name does not conflict with existing registered corporate names, assumed business names, or state/federal trademarks within the target jurisdiction(s) prior to public disclosure or regulatory submission.

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PARTIES, CORPORATE STATUS & RECITALS

This Unanimous Written Consent and Board Resolution is executed by the undersigned, constituting all members of the Board of Directors (the "Board") of [CURRENT FULL LEGAL COMPANY NAME], a [State of Incorporation] corporation (the "Company"), pursuant to the authority granted under the [General Corporation Law / Business Corporation Act] of the State of [State of Incorporation] and the Company's Bylaws, who hereby consent to, adopt, and ratify the following resolutions with the same force and effect as if approved at a duly convened, noticed, and held formal meeting of the Board.

RECITALS:

WHEREAS, the Company is a corporation duly organized, validly existing, and in good corporate standing under the laws of the State of [State of Incorporation], with its principal place of business located at [Principal Business Address];

WHEREAS, the Board has evaluated the ongoing commercial operations, marketing strategy, brand equity, intellectual property roadmap, and corporate trajectory of the Company and has determined that it is advisable, commercially expedient, and in the best interests of the Company, its commercial counterparties, and its stockholders/shareholders to transition and rebrand the Company's public, operational, and statutory legal identity;

WHEREAS, the Board has determined that the legal name of the Company shall be changed from "[CURRENT FULL LEGAL COMPANY NAME]" to "[PROPOSED NEW FULL LEGAL COMPANY NAME]" (the "Name Change");

WHEREAS, preliminary legal searches and trademark availability inquiries conducted under the supervision of corporate counsel indicate that the proposed corporate name "[PROPOSED NEW FULL LEGAL COMPANY NAME]" is available for corporate registration with the [Secretary of State / Department of State / Registrar of Corporations] of the State of [State of Incorporation] and does not infringe upon any registered proprietary rights in the primary industries of the Company’s operations;

WHEREAS, the implementation of the Name Change requires a formal amendment to the Certificate of Incorporation (or Articles of Incorporation) of the Company, subject to stockholder approval where mandated by statutory law or the Certificate of Incorporation; and

WHEREAS, the Board desires to establish, empower, and authorize specific operational scopes, administrative retention, financial allocations, intellectual property protection, and indemnification structures necessary to implement the Name Change without operational friction, commercial dispute, or continuity gap.

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EXHAUSTIVE OPERATIVE RESOLUTIONS & GOVERNANCE TERMS

1. APPROVAL AND ADOPTION OF CORPORATE NAME CHANGE

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves, adopts, and authorizes the change of the legal corporate name of the Company from its current designation of "[CURRENT FULL LEGAL COMPANY NAME]" to "[PROPOSED NEW FULL LEGAL COMPANY NAME]", subject to the statutory filing and corporate approvals set forth herein; and be it

FURTHER RESOLVED, that from and after the statutory effective date assigned to the corporate filing by the relevant filing authority (the "Effective Name Date"), the Company shall conduct its commercial activities, execute statutory filings, enter into institutional contracts, and maintain corporate operations primarily under the legal name "[PROPOSED NEW FULL LEGAL COMPANY NAME]", preserving all underlying corporate identity, continuity of enterprise, contractual obligations, and statutory assets.

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2. AMENDMENT TO THE CERTIFICATE / ARTICLES OF INCORPORATION

RESOLVED, that to effectuate the Name Change, the Certificate of Incorporation (or Articles of Incorporation, as applicable) of the Company be, and hereby is, amended by deleting Article [Article Number, e.g., FIRST] thereof in its entirety and substituting in lieu thereof the following provision:

"The name of the corporation is [PROPOSED NEW FULL LEGAL COMPANY NAME] (hereinafter referred to as the 'Corporation')."

FURTHER RESOLVED, that the Authorized Officers (as defined herein) are hereby jointly and severally authorized, empowered, and directed, in the name and on behalf of the Company, to prepare, execute, verify, acknowledge, and file a formal Certificate of Amendment to the Certificate of Incorporation (or Articles of Amendment) with the [Secretary of State / Department of State] of the State of [State of Incorporation] in strict compliance with the statutory corporate code of such jurisdiction.

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3. SUBMISSION TO AND APPROVAL BY SHAREHOLDERS / STOCKHOLDERS

RESOLVED, that pursuant to [Statutory Citation, e.g., DGCL § 242(b) or equivalent governing statutory section], the Board hereby declares the advisability of the Name Change and the associated amendment to the Certificate of Incorporation, and recommends that the stockholders of the Company vote in favor of, or otherwise formally approve, the Name Change; and be it

FURTHER RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized and directed to submit the Name Change amendment to the voting stockholders of the Company for formal adoption, either:

1. By convening a special meeting of stockholders (or including the matter in the notice of the next annual meeting of stockholders); or
2. By soliciting and procuring a formal Action by Written Consent of the Stockholders in lieu of a meeting, in compliance with the Company's Bylaws and applicable corporate statutes, establishing a record date of [Record Date for Shareholder Determination].

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4. RETENTION OF PROFESSIONAL ADVISORS, REGISTERED AGENTS, AND SCOPE OF ENGAGEMENT

RESOLVED, that the Company hereby engages, retains, and ratifies the operational scope of [Legal Firm or Corporate Filing Agent Name] (the "Filing Agent") and [Registered Agent Full Legal Name] (the "Registered Agent") to serve as specialized legal counsel, corporate filings coordinator, and statutory agent-of-record to handle the formal regulatory workflows required across municipal, state, federal, and international jurisdictions to reflect the Name Change; and be it

FURTHER RESOLVED, that the scope of such engagement includes, without limitation:

1. Performing definitive multi-jurisdictional clearance searches and name reservation filings;
2. Drafting, formatting, and lodging the statutory Certificate/Articles of Amendment;
3. Updating foreign qualification certificates in every domestic and foreign jurisdiction where the Company is qualified to transact business as a foreign entity;
4. Executing regulatory updates with tax authorities, including filing IRS Form 8822-B (or providing statutory notice of corporate name change on standard returns) and parallel state Department of Revenue notices; and
5. Coordinating with uniform commercial code (UCC) secured parties, county recorders, and licensors to adjust public registries.

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5. COMPENSATION, REGULATORY EXPENSES, AND PAYMENT TERMS

RESOLVED, that the Authorized Officers of the Company are hereby authorized to allocate, expend, and disburse corporate funds to satisfy all statutory, administrative, regulatory, and professional fees directly incurred in connection with the Name Change; and be it

FURTHER RESOLVED, that the total commercial and professional expenditures allocated to third-party filing agencies and legal counsel for basic execution shall not exceed [Amount in USD, e.g., $25,000.00 USD] without the prior written approval of the Chief Financial Officer or the Board; and be it

FURTHER RESOLVED, that the Chief Financial Officer is authorized and directed to verify that all statutory filing fees, state publication requirements (where mandated by statute, such as New York, Georgia, or Pennsylvania publication mandates), expedite processing charges, and professional disbursements are paid under strict payment terms: invoices shall be remitted on net thirty (30) day payment cycles or immediately via authorized corporate credit facilities where direct state fee settlement requires real-time funding. Unpaid invoices past due by more than sixty (60) days shall accrue interest at a maximum rate of 1.5% per month or the statutory maximum allowed by law, whichever is less.

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6. INTELLECTUAL PROPERTY TRANSITION, WORK PRODUCT, AND ASSET CONTINUITY

RESOLVED, that the Name Change shall not disrupt, dissolve, convey, assign, or invalidate any proprietary intellectual property, trade secrets, patents, copyright registrations, domain assets, or trademark properties owned, held, or licensed by the Company; and be it

FURTHER RESOLVED, that the Authorized Officers, in coordination with intellectual property legal counsel, are directed to file official notices of corporate name change with the United States Patent and Trademark Office (USPTO), the United States Copyright Office, the World Intellectual Property Organization (WIPO), domain registrars, and other international intellectual property registries as necessary to formally record the owner of record as "[PROPOSED NEW FULL LEGAL COMPANY NAME]"; and be it

FURTHER RESOLVED, that all works of authorship, software, design systems, algorithms, brand collateral, marketing materials, and associated documentation developed by employees, independent contractors, or external agencies shall explicitly constitute "work made for hire" for the Company under its newly recognized legal title, and any and all goodwill established under the historic corporate name shall seamlessly inure to the legal identity of "[PROPOSED NEW FULL LEGAL COMPANY NAME]".

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7. CONFIDENTIALITY, TRADING RESTRICTIONS, AND EMBARGO PERIOD

RESOLVED, that the officers, directors, corporate legal counsel, financial advisors, and any authorized representatives privy to this resolution and the proposed Name Change shall maintain strict confidentiality with respect to the proposed name, associated logos, ticker updates (if applicable), and repositioning plans until the public announcement date established by the Chief Executive Officer (the "Public Disclosure Date"); and be it

FURTHER RESOLVED, that no director, officer, employee, or agent shall disclose the Name Change to non-essential third parties, execute public press releases, or leak branding collateral prior to the formal acceptance and certification of the Certificate/Articles of Amendment by the filing office of the State of [State of Incorporation]; and be it

FURTHER RESOLVED, that to the extent the Company possesses publicly traded instruments, equity options, or commercial debt notes, all insiders subject to the Company’s Insider Trading Policy shall observe a trading blackout regarding the Company’s securities until the third business day following full public distribution of the Name Change disclosure via standard market distribution wires.

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8. REPRESENTATIONS, WARRANTIES, AND CORPORATE DUE DILIGENCE

RESOLVED, that the Board hereby confirms, represents, and warrants that:

1. The adoption of the new corporate name does not violate, conflict with, or cause a default under any provision of the Certificate of Incorporation, the Bylaws, or any material indenture, mortgage, lease, loan agreement, or other institutional instrument to which the Company is a party or by which its assets are bound;
2. Corporate counsel has reviewed standard databases and verified that no active judgment, injunction, decree, or pending judicial action explicitly prohibits the Company from adopting the designated corporate identity; and
3. The execution and implementation of the Name Change will not breach any statutory covenant, zoning authorization, or specialized regulatory license held by the Company, subject to filing standard notification updates with the applicable licensing agencies.

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9. OFFICER INDEMNIFICATION AND EXCULPATION IN IMPLEMENTATION

RESOLVED, that every director, officer, employee, and designated corporate agent who executes regulatory filings, notifies corporate counterparties, or undertakes administrative acts to effectuate the Name Change shall be indemnified, defended, and held harmless by the Company to the fullest extent permitted by the laws of the State of [State of Incorporation] and the Company’s Certificate of Incorporation and Bylaws against any and all claims, liabilities, losses, costs, regulatory fines, and legal expenses incurred as a direct consequence of good faith performance of their duties under these resolutions; and be it

FURTHER RESOLVED, that no officer or director shall be personally liable to the Company, its shareholders, or third parties for any error of judgment or reasonable mistake of fact or law regarding the availability, registration, or transition of the chosen corporate name, absent demonstrated willful misconduct, gross negligence, or intentional statutory bad faith.

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10. ANCILLARY ADMINISTRATIVE, BANKING, AND VENDOR DIRECTIVES

RESOLVED, that the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, and the Corporate Secretary (collectively, the "Authorized Officers") be, and each of them individually hereby is, authorized, empowered, and directed:

1. Financial Institutions & Banking: To notify all financial institutions, commercial banks, lines of credit providers, payment gateways, and merchant processing networks of the Name Change, to execute new or amended signature cards, banking resolutions, treasury management agreements, and financial covenants under the name "[PROPOSED NEW FULL LEGAL COMPANY NAME]", and to preserve all bank account numbers, tax identification routing protocols, and depository frameworks without disruption;
2. Tax Authorities: To prepare and lodge formal corporate notifications with the Internal Revenue Service, state Departments of Taxation, municipal business tax departments, unemployment insurance agencies, and workers' compensation boards;
3. Contractual Counterparties & Vendors: To issue formal notices of corporate name change to all primary clients, enterprise customers, commercial vendors, landlords, insurers, software platforms, and supply-chain partners, clarifying that the change is an update to corporate name only and does not establish a new legal entity, discharge outstanding accounts payable or receivable, or modify any substantive terms of existing executory contracts;
4. Corporate Records & Corporate Seal: To procure a revised corporate seal displaying the name "[PROPOSED NEW FULL LEGAL COMPANY NAME]" (if maintained by the Company), to update all stock certificate templates, share ledgers, and equity incentive tracking platforms (such as Carta or Shareworks), and to modify internal company stationary, websites, privacy notices, terms of service, and official corporate communication platforms; and
5. Permits & Licenses: To file all appropriate notifications, amendments, or transfer documentation with municipal, state, federal, or environmental agencies holding regulatory oversight over the Company’s operations.

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11. GOVERNING LAW AND DISPUTE RESOLUTION

RESOLVED, that this corporate resolution, the validity of the internal actions taken hereunder, and any controversy or dispute arising out of the interpretation, validity, execution, or performance of this corporate action shall be governed by, construed, and enforced in accordance with the internal laws of the State of [State of Incorporation, e.g., Delaware], without giving effect to any choice of law or conflict of law principles that would mandate the application of the laws of any other jurisdiction; and be it

FURTHER RESOLVED, that any internal corporate claims, derivative actions, or director liability suits relating to this corporate action shall be brought exclusively in the [Court of Chancery of the State of Delaware / Commercial Division of the General Trial Court of the State of Incorporation], and each Director irrevocably submits to the exclusive personal jurisdiction of such courts.

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12. MISCELLANEOUS PROVISIONS & GENERAL RATIFICATION

RESOLVED, that the provisions of these resolutions are severable, and if any single resolution, phrase, or clause is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not compromise the validity, legality, or enforceability of the remaining portions hereof; and be it

FURTHER RESOLVED, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, PDF, or secure electronic signatures (including DocuSign, Adobe Sign, or platform-verified digital seals) shall be deemed valid, binding, and legally enforceable as original wet signatures for all corporate and statutory purposes; and be it

FURTHER RESOLVED, that any and all actions previously taken by any director, officer, employee, or agent of the Company prior to the Effective Date of this instrument that were within the general scope of the authorizations contemplated by these resolutions be, and they hereby are, ratified, adopted, and confirmed in all respects as the authorized acts of the Company; and be it

FURTHER RESOLVED, that this original, executed Unanimous Written Consent shall be delivered to the Corporate Secretary of the Company and permanently maintained in the institutional Minute Book of the Company alongside the official records of corporate proceedings.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Directors of [CURRENT FULL LEGAL COMPANY NAME], have formally executed, approved, and enacted this Unanimous Written Consent as of the Effective Date first written above.

FOR [CURRENT FULL LEGAL COMPANY NAME] (BOARD OF DIRECTORS):

Signature: _____________________________________
Printed Name: [Director 1 Full Legal Name]
Title: Director / Chairman of the Board
Company: [CURRENT FULL LEGAL COMPANY NAME]
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 2 Full Legal Name]
Title: Director / Chief Executive Officer
Company: [CURRENT FULL LEGAL COMPANY NAME]
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 3 Full Legal Name]
Title: Director
Company: [CURRENT FULL LEGAL COMPANY NAME]
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 4 Full Legal Name]
Title: Independent Director
Company: [CURRENT FULL LEGAL COMPANY NAME]
Date: [Date]

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FORMAL CERTIFICATION BY CORPORATE SECRETARY

I, [Corporate Secretary Full Legal Name], the duly elected, qualified, and acting Corporate Secretary of [CURRENT FULL LEGAL COMPANY NAME] (the "Company"), do hereby certify under penalty of perjury that:

1. The foregoing resolutions constitute a true, correct, complete, and unrevoked copy of the Unanimous Written Consent adopted by the Board of Directors of the Company on the date set forth above in accordance with the Certificate of Incorporation and Bylaws of the Company and the laws of the State of [State of Incorporation].
2. The signatures attached hereto are the genuine, authentic, and authorized signatures of the individuals currently serving as Directors of the Company.
3. The resolutions have not been amended, modified, superseded, or rescinded and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto executed this Certificate and affixed the Corporate Seal of the Company (if applicable) this [Day] day of [Month], 20[YY].

FOR [CURRENT FULL LEGAL COMPANY NAME] (SECRETARY CERTIFICATION):

Signature: _____________________________________
Printed Name: [Corporate Secretary Full Legal Name]
Title: Corporate Secretary
Company: [CURRENT FULL LEGAL COMPANY NAME]
Date: [Date]

(AFFIX CORPORATE SEAL BELOW, IF APPLICABLE)

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STEP-BY-STEP EXECUTION & REGULATORY FILING GUIDE

Follow this operational protocol to execute, record, and implement the corporate name change without procedural defect.

+-----------------------------------------------------------------------------------+
|                           CORPORATE NAME CHANGE WORKFLOW                          |
+-----------------------------------------------------------------------------------+
|  STEP 1: Clearance & Reservation -> State SOS & USPTO clearance searches           |
|  STEP 2: Board Execution         -> Unanimous Consent / Formal Directors Meeting   |
|  STEP 3: Shareholder Approval    -> Written Consent or Special Stockholder Meeting |
|  STEP 4: Statutory Filing        -> File Certificate/Articles of Amendment        |
|  STEP 5: Administrative Updates  -> IRS, Banks, Licenses, Intellectual Property    |
+-----------------------------------------------------------------------------------+

Step 1: Pre-Execution Clearance and Text Population

1. Name Reservation & Conflicts: Prior to filling this document, access the corporate database of your state of incorporation (e.g., Delaware Division of Corporations) and reserve the proposed name. Perform a clearance search on the USPTO TESS (or multi-class trademark engine) database to ensure the chosen name does not trigger trade name infringement liabilities.
2. Populating Placeholders in Word / Google Docs:
   • Open the template file in Microsoft Word or Google Docs.
   • Use the Global Find & Replace function (Ctrl+H or Cmd+Shift+H).
   • Replace [CURRENT FULL LEGAL COMPANY NAME] with the current statutory name exactly as it appears on your original Certificate of Incorporation (including punctuation: e.g., "Acme Technologies, Inc.").
   • Replace [PROPOSED NEW FULL LEGAL COMPANY NAME] with the complete, new corporate identity, ensuring it includes the appropriate corporate suffix (e.g., "Corporation," "Incorporated," "Company," "Limited," or their statutory abbreviations: "Corp.", "Inc.", "Co.", "Ltd.").
   • Update all dates, state jurisdictions, and individual Director and Officer names within the designated brackets. Verify that every single bracket [ and ] is deleted and replaced with binding data.

Step 2: Verifying Signatory Authority & Corporate Quorum

1. Determine the Approval Mechanism:
   • Unanimous Written Consent: Under DGCL § 141(f) and most corporate statutes, an action by written consent requires execution by 100% of all current directors. If even one director does not sign, the consent is legally void.
   • Board Meeting Action: If a unanimous consensus cannot be obtained, this text must be reformatted as standard Meeting Minutes, and a quorum must be present with the resolution approved by the requisite majority specified in your Bylaws.
2. Review Charter Voting Thresholds: Review your existing Certificate of Incorporation and Bylaws to confirm whether preferred stockholders possess special protective provisions or class-voting rights regarding charter amendments.

Step 3: Digital Signature Protocol (DocuSign / Adobe Sign)

1. Routing Order Setup: When uploading to an enterprise electronic signature provider:
   • Order 1: Set all members of the Board of Directors as parallel signers.
   • Order 2: Set the Corporate Secretary as the subsequent signer to execute the Secretary’s Certification only after all directors have signed.
2. Authentication Controls: Enable two-factor authentication (SMS verification or corporate single sign-on) for each director to establish verifiable signer attribution.
3. Audit Trail Retention: Download the complete "Certificate of Completion" containing IP addresses, cryptographic hashes, and timestamps alongside the executed PDF.

Step 4: Regulatory Lodging & Secretary of State Filings

1. Draft Articles/Certificate of Amendment: Prepare the short-form Certificate of Amendment mandated by your state of incorporation (e.g., Delaware Certificate of Amendment of Certificate of Incorporation).
2. Attach Evidence of Approval: Ensure the corporate amendment form is signed by an Authorized Officer (typically the President, CEO, or Secretary).
3. Expedited Processing: For commercial transactions, select 24-hour or Same-Day expedited handling to obtain the certified copy and evidence of filing promptly.

Step 5: Post-Filing Operational Checklist

Once the state returns the stamped, certified copy of the Amendment:

• IRS Notice: Mail IRS Form 8822-B to report the corporate name change for Employer Identification Number (EIN) records, or follow instructions to mark the name change checkbox on your next federal return (Form 1120).
• Foreign State Qualifications: Update the Company’s foreign registrations in all other states where the Company holds an active Certificate of Authority.
• Bank & Credit Facility Updates: Provide the bank relationship manager with: (1) Certified copy of the State Amendment, (2) Signed Secretary’s Certificate, and (3) Updated Certificate of Good Standing under the new name. Execute revised corporate treasury signature cards.
• Intellectual Property Office Filings: Record the corporate name change with the Assignment Branch of the USPTO for all active trademarks and patent assets.
• Customer & Vendor Communications: Transmit official corporate name change notices to strategic vendors and institutional customers. Ensure contract amendments or operational notices specify that the legal entity remains continuous under Tax ID [EIN] with only a corporate name adjustment.
• Minute Book Filing: File the stamped Certificate of Amendment, this Unanimous Written Consent, the Shareholder Approval Consent/Minutes, and the Secretary's Certificate into the permanent Company Minute Book. Ensure the records are archived both physically at the registered office and in secure cloud storage.