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Board Resolution To Create Subsidiary for the United Kingdom

Board Resolution To Create Subsidiary Template for United States

A Board Resolution to Create Subsidiary is a formal corporate document that records the decision of a company's Board of Directors to establish a new subsidiary entity. Under U.S. corporate law, this document serves as official evidence of the board's authorization to form the subsidiary and delegates authority to specific officers to execute the necessary documentation. The resolution typically includes details about the subsidiary's structure, capitalization, and purpose, while ensuring compliance with both federal and state-specific corporate regulations.

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Board Resolution To Create Subsidiary

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What is a Board Resolution To Create Subsidiary?

A Board Resolution To Create Subsidiary is essential when a company plans to expand its operations through a new legal entity. This document is particularly important in the U.S. corporate context as it provides clear evidence of proper corporate governance and board approval. The resolution should be drafted in accordance with state corporation laws and the parent company's bylaws, typically following a board meeting where the decision was made. It includes critical information such as the subsidiary's name, jurisdiction of incorporation, business purpose, initial capitalization, and authorized signatories. This document is often required by banks, regulatory authorities, and other third parties as proof of proper corporate authorization.

What sections should be included in a Board Resolution To Create Subsidiary?

1. Title and Date: Formal identification of the resolution and date of board meeting

2. Recitals: Background information explaining the purpose and business rationale for creating the subsidiary

3. Resolution Statement: Formal statement of board's decision to create subsidiary

4. Subsidiary Details: Specific information about the new subsidiary including name, jurisdiction, and structure

5. Authorization: Empowerment of specific officers to take necessary actions

6. Certification: Secretary's certification of the resolution's adoption

What sections are optional to include in a Board Resolution To Create Subsidiary?

1. Capital Structure: Details of initial capitalization and share structure when specific capital requirements need to be documented

2. Management Structure: Designation of initial directors and officers when immediate management appointments are needed

3. Business Purpose: Detailed description of subsidiary's intended business activities when specific business limitations or purposes need to be established

What schedules should be included in a Board Resolution To Create Subsidiary?

1. Schedule A - Initial Officers and Directors: List of appointed officers and directors for the subsidiary

2. Schedule B - Initial Capitalization: Details of initial funding and capital structure

3. Schedule C - Corporate Documents: Forms and documents required for subsidiary formation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Board Resolution

Cost

Free to use
Clauses
















Industries

Corporate Law: Key state-level corporation laws including Delaware General Corporation Law (if incorporating in Delaware), state-specific corporation laws for both parent company and subsidiary incorporation locations

Securities Laws: Federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, State 'Blue Sky' laws, and Sarbanes-Oxley Act of 2002 for publicly traded parent companies

Tax Considerations: Internal Revenue Code, state tax laws, consolidated return regulations, and transfer pricing rules that govern parent-subsidiary tax relationships

Employment Laws: Fair Labor Standards Act, state employment laws, and employee benefits regulations that will apply to the subsidiary's operations

Industry-Specific Regulations: Federal and state-specific industry regulations and licensing requirements relevant to the subsidiary's business sector

Corporate Governance: Board authority requirements, fiduciary duty considerations, and parent-subsidiary relationship requirements under corporate law

Antitrust Considerations: Clayton Act, Sherman Act, and Federal Trade Commission Act regulations governing corporate structures and competition

Foreign Investment Laws: Foreign Investment Risk Review Modernization Act (FIRRMA) and Committee on Foreign Investment in the United States (CFIUS) regulations if foreign investment is involved

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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