Board Resolution Format for Sale of Property

BOARD RESOLUTION: AUTHORIZATION FOR DISPOSITION OF REAL PROPERTY

DOCUMENT ID: CORP-RES-PROP-202X-001
EFFECTIVE DATE: [Date of Meeting]
VERSION: 1.0
GOVERNING JURISDICTION: [State/Province/Country]

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is provided for informational purposes as a template for a board resolution. It does not constitute specific legal advice. Real estate transactions are subject to unique jurisdictional statutory requirements, including but not limited to shareholder approval thresholds, local property conveyance laws, and fiduciary duty standards. Users must consult with local legal counsel to ensure compliance with the [Company Full Legal Name]’s Articles of Incorporation, Bylaws, and relevant Business Corporation Act.

I. RECITALS

WHEREAS, [Company Full Legal Name], a corporation organized and existing under the laws of [Jurisdiction] (the "Company"), holds legal title to the real property located at [Full Property Address/Legal Description] (the "Property");

WHEREAS, the Board of Directors (the "Board") has determined that the sale of the Property is in the best interest of the Company and aligns with its strategic capital allocation objectives;

WHEREAS, the Company has received an offer from [Counterparty/Buyer Full Legal Name] (the "Buyer") to purchase the Property for the consideration of [Amount in USD] (the "Purchase Price");

II. OPERATIVE RESOLUTIONS

1. AUTHORIZATION OF SALE
The Board hereby approves the sale of the Property to the Buyer for the Purchase Price, subject to the terms and conditions set forth in the definitive Real Estate Purchase and Sale Agreement (the "Agreement").

2. DELEGATION OF AUTHORITY
The Board hereby authorizes and empowers [Name of Authorized Officer], in their capacity as [Title, e.g., CEO/CFO], to negotiate, finalize, execute, and deliver the Agreement, together with all deeds, transfer documents, affidavits, and closing statements necessary to consummate the transaction.

3. RATIFICATION OF ACTS
Any and all acts heretofore taken by any officer or director of the Company in connection with the marketing, negotiation, or preparation of the sale of the Property are hereby ratified, confirmed, and approved in all respects as the act and deed of the Company.

4. CORPORATE SEAL AND INCIDENTAL ACTIONS
The officers of the Company are hereby authorized to affix the corporate seal (if applicable) to any documents and to take such further actions as may be necessary or appropriate to carry out the intent of these resolutions, including the payment of broker commissions, closing costs, and satisfaction of existing liens.

III. GOVERNING LAW & DISPUTE RESOLUTION

These resolutions shall be governed by and construed in accordance with the laws of [Governing Jurisdiction]. Any dispute arising hereunder shall be resolved through binding arbitration in [City, State], conducted in accordance with the rules of the American Arbitration Association (or local equivalent).

IV. EXECUTION & SIGNATURE BLOCKS

The undersigned, being the Secretary of [Company Full Legal Name], hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors on [Date] and that said resolutions have not been amended or repealed.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [COUNTERPARTY / BUYER NAME] (Acknowledgment of Resolution):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

V. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Use "Find and Replace" (Ctrl+H) in Word to replace all bracketed text (e.g., [Company Full Legal Name]) with your specific transaction data. Ensure the "Legal Description" matches the property deed exactly.
2. Verification of Authority: Verify that the "Authorized Signatory" listed in Section IV is empowered by the Company’s Bylaws to bind the entity. If the sale represents a "sale of substantially all assets," ensure a formal Shareholder Consent or Shareholder Meeting minutes are attached as an Exhibit.
3. Formalizing the Resolution:
   • Minute Book: Print the final document on company letterhead. Include it in the official Corporate Minute Book.
   • Digital Execution: Upload to a secure digital signature platform (e.g., DocuSign, Adobe Sign). Set the signing order to ensure the Company Secretary signs last to certify the resolution.
4. Closing Documentation: Provide a certified copy of this resolution to the Title Company or Escrow Agent. They will require this to verify that the officers signing the Deed have the express authority of the Board.
5. Record Retention: Retain the original, executed copy for a minimum of seven (7) years post-closing or as required by the Company’s document retention policy for real estate transactions.