Board Resolution Format for Purchase of Property

FORMAL UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

OF

[COMPANY FULL LEGAL NAME]

Document ID: BR-PROP-202X-01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of [State of Incorporation]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional-grade corporate resolution has been drafted to meet the general requirements of corporate governance under the General Corporation Law of the State of [State of Incorporation] (or equivalent state statutory frameworks). Corporate legal counsel and contracting operations teams must independently verify that the execution of this instrument complies fully with the subject corporation’s Articles of Incorporation, Bylaws, and any existing shareholder agreements, debt covenants, or encumbrances restricting capital expenditure or real property acquisition.

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RECITALS

WHEREAS, [Company Full Legal Name], a [State of Incorporation] corporation (hereinafter referred to as the "Company"), has its principal place of business located at [Principal Address]; and

WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best commercial and financial interests of the Company and its shareholders to acquire certain real property situated at [Property Street Address, City, State, Zip], more particularly described in the real estate purchase and sale agreement attached hereto as Exhibit A (the "Subject Property"); and

WHEREAS, management has presented to the Board the financial terms, environmental due diligence reports, title commitments, and purchase conditions negotiated with the seller of the Subject Property, [Seller Full Legal Name] (the "Seller"); and

WHEREAS, the total acquisition cost for the Subject Property is [Amount in USD] (USD [Written Amount]), exclusive of closing costs, transfer taxes, and pro-rated adjustments (the "Purchase Price"); and

WHEREAS, the Board has reviewed the funding mechanisms for the Purchase Price, consisting of [cash reserves / a commercial mortgage loan from [Lender Name] in the amount of [Loan Amount in USD]], and has determined that the Company possesses the requisite authority and financial capacity to consummate the transaction.

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OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby adopts, ratifies, and approves the following resolutions in all respects, effective as of the [Effective Date]:

SECTION 1: APPROVAL OF PROPERTY ACQUISITION

1.1 The Board hereby authorizes and approves the acquisition of the Subject Property by the Company from the Seller for the Purchase Price of [Amount in USD], subject to the finalization and execution of definitive transaction documents. 1.2 The Board hereby determines that the acquisition of the Subject Property is necessary for and directly advances the corporate purposes and business operations of the Company.

SECTION 2: AUTHORIZATION OF DEFINITIVE AGREEMENTS

2.1 The Company is hereby authorized to enter into, deliver, and perform its obligations under the Real Estate Purchase and Sale Agreement, escrow instructions, deeds, and any and all ancillary documents required to effectuate the purchase of the Subject Property (collectively, the "Transaction Documents"). 2.2 Any one (1) or more of the Authorized Officers (as defined in Section 5 herein) are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, finalize, execute, and deliver the Transaction Documents, with such changes, modifications, additions, or deletions as such officer(s) shall deem necessary, proper, or advisable, the execution and delivery thereof to be conclusive evidence of such approval.

SECTION 3: FINANCING AND CAPITAL EXPENDITURE AUTHORIZATION

3.1 The Board hereby authorizes the expenditure of corporate funds in an amount not to exceed [Amount in USD] for the payment of the Purchase Price, earnest money deposits, due diligence costs, title insurance premiums, escrow fees, and customary closing adjustments. 3.2 [Include if applicable] The Board further authorizes the Company to enter into a loan agreement with [Lender Name] in the principal amount of [Loan Amount in USD] bearing an interest rate of [Interest Rate]% per annum, secured by a first-priority mortgage or deed of trust encumbering the Subject Property, and directs the Authorized Officers to execute any promissory notes, security agreements, and closing certificates required by the lender.

SECTION 4: DELEGATION OF AUTHORITY TO OFFICERS

4.1 The following officers of the Company (each, an "Authorized Officer"):

• [Name of Chief Executive Officer / President], [Title]
• [Name of Chief Financial Officer / Treasurer], [Title]
• [Name of Secretary / General Counsel], [Title]
  are hereby severally and jointly authorized, empowered, and directed to take all such further actions, pay all fees and expenses, and execute and deliver all such other instruments, certificates, notices, and documents as they may deem necessary or advisable to carry out the full intent and purpose of the foregoing resolutions.

SECTION 5: RATIFICATION OF PRIOR ACTS

5.1 All past actions taken by any director, officer, employee, or agent of the Company prior to the date hereof in connection with the negotiation, preliminary due diligence, drafting of Transaction Documents, or submission of offers regarding the Subject Property are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

SECTION 6: GENERAL MISCELLANEOUS PROVISIONS

6.1 Severability: If any provision of these resolutions is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be curtailed and limited only to the extent necessary to bring it within legal requirements, and the remaining provisions hereof shall remain in full force and effect. 6.2 Governing Law: These resolutions and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the internal laws of the State of [State of Incorporation], without regard to its conflict of laws principles. 6.3 Omnibus Authority: The Secretary or Assistant Secretary of the Company is authorized to certify these resolutions and provide a copy thereof to any escrow agent, title company, lender, or other third party requiring evidence of corporate authority, and such third parties may rely conclusively upon such certification until receipt of written notice of revocation by the Company.

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EXECUTION & SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, have executed this Unanimous Written Resolution as of the Effective Date set forth above, pursuant to Section [Applicable Corporate Statute Section, e.g., 141(f)] of the [State of Incorporation] General Corporation Law and the Bylaws of the Company.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Chairman of the Board / Director
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

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CORPORATE SECRETARY CERTIFICATION

I, the undersigned [Secretary / Assistant Secretary] of [Company Full Legal Name], hereby certify that:

1. I am the duly elected, qualified, and acting [Secretary / Assistant Secretary] of the Company, and the foregoing is a true, correct, and complete copy of the Unanimous Written Resolution of the Board of Directors of the Company duly adopted by the Board on [Effective Date].
2. The said resolutions have not been amended, modified, superseded, or revoked, and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto executed my name and affixed the seal of the Company as of this [Day] day of [Month], [Year].

Signature: _____________________________________
Printed Name: [Corporate Secretary Name]
Title: Corporate Secretary
Company: [Company Full Legal Name]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this template in Microsoft Word or Google Docs. Utilize the Find and Replace function to substitute all bracketed variables (e.g., [Company Full Legal Name], [Property Street Address], [Amount in USD], [State of Incorporation]) with exact, verified legal data.
2. Authority & Bylaw Verification: Prior to circulation, legal operations must inspect the Company’s Bylaws and Articles of Incorporation to verify the requisite quorum and voting thresholds required for real property acquisitions and capital expenditures exceeding the specified amount.
3. Execution via Digital Signature: Route this document through an institutional digital transaction management platform (such as DocuSign or Adobe Sign) to secure cryptographic verification and audit trails for all participating Directors.
4. Corporate Secretary Attestation: Ensure the Corporate Secretary signs and seals the Certification block after all Directors have executed the instrument.
5. Record Retention: File the fully executed PDF/A-compliant document permanently in the Company's Corporate Minute Book and provide certified copies to the designated escrow agent, title insurance company, and lending institution handling the property transaction.