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.
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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
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
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
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