Company Resolution Template Word

CORPORATE RESOLUTION AND AUTHORIZATION INSTRUMENT

Document ID: RES-CORP-202X-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Province], [Country]

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LEGAL DISCLAIMER

This document is provided for informational and drafting purposes only and does not constitute formal legal advice. Corporate resolutions must comply with the specific requirements set forth in the entity’s Articles of Incorporation, Bylaws, and the governing statutes of the jurisdiction of formation. Counsel should review this draft to ensure alignment with specific corporate governance requirements.

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I. RECITALS

WHEREAS, [Company Full Legal Name], a [State/Jurisdiction] [Entity Type, e.g., Corporation/LLC] (the “Company”), maintains its principal office at [Principal Address];

WHEREAS, the Board of Directors (the “Board”) or the authorized managing members have determined that it is in the best interest of the Company to authorize the actions described herein;

NOW, THEREFORE, BE IT RESOLVED, that the following actions and authorizations are hereby ratified, confirmed, and approved in all respects.

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II. OPERATIVE RESOLUTIONS

1. AUTHORIZATION OF ENGAGEMENT

The Company is hereby authorized to enter into a service agreement (the “Agreement”) with [Client/Counterparty Full Legal Name] (the “Counterparty”). The [Title of Signatory, e.g., CEO/President] is authorized to execute the Agreement, provided the total consideration does not exceed [Amount in USD].

2. SCOPE OF SERVICES

The Counterparty shall perform the services as defined in the attached Exhibit A (the “Services”). The Company reserves the right to modify the scope through a written Change Order signed by authorized representatives of both parties.

3. COMPENSATION AND PAYMENT TERMS

(a) Fees: In consideration for the Services, the Company shall pay the Counterparty [Amount in USD]. (b) Invoicing: Counterparty shall submit invoices on a [Monthly/Milestone] basis. (c) Payment Terms: Invoices are due within [30] days of receipt. (d) Late Interest: Amounts past due shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

(a) Term: This engagement shall commence on [Effective Date] and continue for a period of [Duration], unless terminated earlier. (b) Termination for Convenience: The Company may terminate this Agreement upon [30] days’ prior written notice. (c) Termination for Cause: Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure such breach within [15] days of receipt of notice.

5. INTELLECTUAL PROPERTY (“IP”)

All deliverables, materials, and work product developed under this engagement shall be deemed “Work Made for Hire” and shall be the sole and exclusive property of the Company. Counterparty hereby assigns all right, title, and interest in such IP to the Company effective upon creation.

6. CONFIDENTIALITY

Each party shall maintain the confidentiality of all proprietary information disclosed by the other party. This obligation shall survive the expiration or termination of this Agreement for a period of [3] years.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (i) it has the full power and authority to enter into this Agreement, (ii) its performance does not violate any third-party rights, and (iii) all Services shall be performed in a professional and workmanlike manner.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

(a) Limitation: Except for gross negligence or willful misconduct, neither party’s aggregate liability shall exceed the total fees paid under this Agreement. (b) Indemnity: Counterparty shall indemnify and hold the Company harmless from any third-party claims arising from Counterparty’s breach of this Agreement or violation of applicable law.

9. DISPUTE RESOLUTION AND GOVERNING LAW

Any dispute arising under this Resolution or the Agreement shall be resolved through binding arbitration in [City, State], conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. This Agreement shall be governed by the laws of [Governing Jurisdiction].

10. MISCELLANEOUS

(a) Severability: If any provision is found unenforceable, the remainder shall remain in full force. (b) Counterparts: This document may be executed in counterparts, each of which shall be deemed an original. (c) Entire Agreement: This document constitutes the entire agreement between the parties regarding the subject matter herein.

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III. EXECUTION

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

FOR [CLIENT / COUNTERPARTY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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IV. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Open the file in Microsoft Word. Use the "Find and Replace" function (Ctrl+H) to update all bracketed fields (e.g., [Company Full Legal Name]) with your specific entity data.
2. Authority Verification: Ensure the person signing for the Company has the express authority to bind the entity as granted by the Board of Directors or Operating Agreement. Attach a copy of the specific Board Resolution authorizing this signatory if requested by the Counterparty.
3. Digital Execution: Utilize a secure e-signature platform such as DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" feature is enabled to capture the IP address and timestamp of both signatories.
4. Record Retention: Save the fully executed PDF in the Company’s Legal "Minute Book" or cloud-based document management system (e.g., Box, SharePoint, or Diligent). Label the file using the standard nomenclature: YYYY-MM-DD_Resolution_Name_Counterparty.pdf.
5. Notice: Upon execution, transmit a certified electronic copy to the Counterparty’s primary legal or administrative contact.