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Board Resolution To Issue New Shares for the United States

Board Resolution To Issue New Shares Template for United States

A Board Resolution to Issue New Shares is a formal document under U.S. corporate law that records the board of directors' decision to authorize the issuance of additional shares of company stock. The resolution must comply with federal securities laws, state corporation laws, and the company's governing documents. It specifies the number, class, and terms of shares to be issued, the consideration to be received, and authorizes specific officers to execute the issuance.

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Board Resolution To Issue New Shares

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What is a Board Resolution To Issue New Shares?

A Board Resolution to Issue New Shares is a crucial corporate document used when a company needs to increase its capital by issuing additional shares. This resolution is commonly required for fundraising, employee stock options, mergers and acquisitions, or general corporate growth. Under U.S. law, the document must detail compliance with Securities and Exchange Commission requirements, state corporation laws, and internal corporate governance rules. The resolution typically specifies share quantities, prices, terms, and designated officers authorized to execute the issuance.

What sections should be included in a Board Resolution To Issue New Shares?

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

2. Recitals: Background information, including corporate authority, purpose of share issuance, and compliance with governing documents

3. Authorization: Specific board authorization for the share issuance, including number and class of shares

4. Share Details: Detailed specifications of the shares including class, par value, and rights attached

5. Consideration: Price per share and total consideration for the issuance

6. Officer Authorization: Empowerment of specific officers to execute documents and take necessary actions

What sections are optional to include in a Board Resolution To Issue New Shares?

1. Regulatory Compliance: Specific references to SEC requirements and securities law compliance - used for public companies or when SEC registration is required

2. Shareholder Rights: Special rights or restrictions attached to new shares - used when issuing preferred shares or shares with special rights

3. Pre-emptive Rights Waiver: Waiver of existing shareholders' pre-emptive rights - used when existing shareholders have pre-emptive rights that need to be addressed

What schedules should be included in a Board Resolution To Issue New Shares?

1. Share Certificate Template: Form of share certificate to be issued to new shareholders

2. Subscription Agreement: Form of agreement to be executed by new shareholders regarding terms of subscription

3. Updated Cap Table: Post-issuance capitalization table showing updated ownership structure

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

Securities Act of 1933: Federal law governing registration requirements and exemptions for new securities issuances

Securities Exchange Act of 1934: Federal law establishing ongoing reporting requirements for securities issuers

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

SEC Rules and Regulations: Federal regulatory framework providing detailed requirements for securities issuance and trading

State Corporation Laws: State-specific laws governing corporate formation and operation (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities

Articles of Incorporation: Company's foundational document specifying authorized share capital and basic corporate structure

Company Bylaws: Internal rules governing company operations, including share issuance procedures

Shareholder Agreements: Existing agreements between shareholders that may affect new share issuances

Prior Board Resolutions: Previous decisions by the board that may impact or relate to new share issuances

Stock Option Plans: Existing equity compensation plans that may affect or be affected by new share issuances

Authorized Share Capital: Legal limit on the number of shares the company can issue

Pre-emptive Rights: Existing shareholders' rights to purchase new shares before they are offered to others

Filing Requirements: Mandatory documentation to be filed with Secretary of State and SEC (if applicable)

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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