A Board Resolution Setting Up A Subsidiary Company is a crucial corporate governance document required when a company decides to expand its operations through a subsidiary structure. This resolution is particularly important in the United States, where it serves as formal documentation of the board's decision-making process and provides legal protection for the company and its officers. The document typically includes the rationale for creating the subsidiary, its intended purpose, capital structure, management framework, and specific authorizations for officers to proceed with the formation process. It's commonly used during business expansion, restructuring, or when establishing operations in new markets.
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1. Title and Date: Formal identification of the document as a board resolution with date
2. Recitals: Background information and reasons for establishing the subsidiary
3. Resolution Declaration: Formal statement introducing the resolutions
4. Core Resolutions: Specific decisions regarding subsidiary formation, including name, jurisdiction, purpose
5. Authorization: Empowerment of specific officers to execute necessary documents
6. Certification: Secretary's certification of the resolution's validity
1. Capital Structure: Details of share capital structure, when subsidiary has complex ownership structure
2. Management Structure: Appointment of initial directors/officers, when immediate appointments are needed
3. Intercompany Agreements: Authorization for agreements between parent and subsidiary, when needed
1. Schedule A - Initial Officers: List of initial officers and their positions
2. Schedule B - Initial Directors: List of initial board members
3. Schedule C - Capital Structure: Detailed breakdown of share capital and ownership
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