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Board Resolution Setting Up A Subsidiary Company for the United States

Board Resolution Setting Up A Subsidiary Company Template for United States

A Board Resolution Setting Up A Subsidiary Company is a formal 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 create the subsidiary and delegates authority to specific officers to execute the necessary formation documents. The resolution typically includes details about the subsidiary's purpose, structure, and relationship with the parent company.

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Board Resolution Setting Up A Subsidiary Company

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What is a Board Resolution Setting Up A Subsidiary Company?

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.

What sections should be included in a Board Resolution Setting Up A Subsidiary Company?

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

What sections are optional to include in a Board Resolution Setting Up A Subsidiary Company?

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

What schedules should be included in a Board Resolution Setting Up A Subsidiary Company?

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

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

Delaware General Corporation Law: Primary legislation governing corporate formation and operations in Delaware, often chosen for subsidiary incorporation due to its well-developed corporate law system

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, relevant if the parent company is publicly traded

Internal Revenue Code: Federal tax legislation affecting corporate structure, subsidiary relationships, and tax obligations

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials, important for subsidiaries with international operations

State Corporation Laws: Specific state laws governing corporate formation, operation, and maintenance in the state of incorporation

State Tax Regulations: State-specific tax requirements and obligations for corporate entities

Parent Company Bylaws: Internal governing documents of the parent company that may affect subsidiary formation and governance

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Fair Labor Standards Act: Federal law establishing standards for wages, overtime, and employment practices

Antitrust Laws: Federal and state laws preventing anti-competitive business practices and monopolies

Industry-Specific Regulations: Regulations specific to the industry in which the subsidiary will operate, including licensing and compliance requirements

State Business Registration Requirements: State-specific requirements for registering and maintaining a business entity

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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