Board Resolution of Single Member Company

CORPORATE ACTION: WRITTEN RESOLUTION OF THE SOLE DIRECTOR / MEMBER

DOCUMENT ID: RES-202X-001 | EFFECTIVE DATE: [DATE] | VERSION: 1.0

JURISDICTIONAL COMPLIANCE NOTICE

LEGAL DISCLAIMER: This document is drafted for general corporate governance purposes under standard common law principles (such as those found in the Delaware General Corporation Law or the UK Companies Act). Jurisdictional requirements for "Single Member Company" resolutions vary significantly by state/country. Legal Counsel must review this draft against the specific statutes of the company’s jurisdiction of incorporation. Failure to comply with local filing requirements (e.g., public registry notification) may render this action void or voidable.

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1. CORPORATE IDENTIFICATION & RECITALS

COMPANY: [Company Full Legal Name], a [State/Jurisdiction] [Entity Type, e.g., Limited Liability Company/Corporation] with its principal executive office located at [Principal Address] (the "Company").

SOLE MEMBER: [Full Legal Name of Sole Member/Director], residing at [Address] (the "Sole Member").

RECITALS: WHEREAS, the Sole Member constitutes 100% of the voting equity and governing authority of the Company; WHEREAS, the Sole Member deems it to be in the best interest of the Company to adopt the resolutions set forth herein; NOW, THEREFORE, the following resolutions are hereby adopted pursuant to the governing documents of the Company and the applicable laws of [Governing Jurisdiction].

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2. OPERATIVE RESOLUTIONS

RESOLVED, THAT: The Company is hereby authorized to enter into an agreement with [Counterparty Name] for [Service Description] (the "Agreement"), effective as of [Effective Date].

RESOLVED, THAT: The Sole Member is authorized, empowered, and directed to execute, deliver, and perform the Agreement on behalf of the Company, and to take all such actions as may be necessary or appropriate to carry out the intent of this resolution.

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3. TERMS & CONDITIONS OF THE AGREEMENT

3.1 Scope of Services: The Company shall perform the services outlined in the attached Exhibit A. The Company warrants that all services shall be performed in a professional manner consistent with industry standards.

3.2 Compensation & Payment: The client shall pay the Company the sum of $[Amount in USD] USD. Invoices are payable within thirty (30) days of receipt. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.3 Term & Termination: This Agreement shall commence on the Effective Date and continue for a period of [Duration]. Either party may terminate this Agreement for convenience upon sixty (60) days' written notice. In the event of a material breach, the non-breaching party may terminate the Agreement provided the breaching party fails to cure said breach within fifteen (15) days of receiving written notice.

3.4 Intellectual Property: All deliverables created by the Company under this Agreement shall constitute "work made for hire." All right, title, and interest in and to such deliverables shall vest exclusively in the Company upon full payment of fees.

3.5 Confidentiality: Both parties agree to hold all proprietary information disclosed during the term in strict confidence, utilizing at least the same degree of care as they use to protect their own confidential data, for a period of three (3) years post-termination.

3.6 Representations & Warranties: Each party represents that it has the full power and legal authority to enter into this Agreement and that the performance of its obligations does not violate any other contractual commitments.

3.7 Limitation of Liability & Indemnification: To the maximum extent permitted by law, the aggregate liability of either party for any claims arising hereunder shall not exceed the total fees paid under this Agreement. Each party agrees to indemnify and hold harmless the other from any third-party claims arising from a party's gross negligence or willful misconduct.

3.8 Dispute Resolution: Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

3.9 Governing Law: This resolution and the underlying Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of law principles.

3.10 Miscellaneous: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force. This document constitutes the entire agreement between the parties and may be executed in counterparts.

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4. EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [COUNTERPARTY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Counterparty Legal Name] Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in Microsoft Word to replace all bracketed fields (e.g., [Company Full Legal Name]) with the accurate data. Ensure dates are consistent across all signature blocks.
2. Verification: Confirm that the person signing as "Sole Member" is indeed the legal owner registered in the Company’s Articles of Incorporation or Operating Agreement. Verify the signatory's authority to bind the counterparty.
3. Digital Execution: Upload the finalized document to a platform such as DocuSign or Adobe Sign. Utilize the "Audit Trail" feature to capture the IP address and time-stamp of both signatories.
4. Record Retention:
   • Corporate Minute Book: A hard copy or digital PDF must be filed in the official Company Minute Book.
   • Filing: If the resolution involves a change in registered office, capital structure, or other statutory amendments, submit a certified copy to the relevant Secretary of State or Companies House within the statutory notice period.
5. Confidentiality: Ensure the document is stored in a secure, encrypted digital vault (e.g., SharePoint, Box, or local encrypted drive) as it contains sensitive corporate governance data.