Syndicate Legal Advisory Services prepares the resolutions and written consents by which a corporation, LLC, or partnership authorizes and records its official actions — the documents a bank, lender, counterparty, auditor, licensing agency, or court will ask to see as proof that an action was properly approved. A resolution is the formal decision of the board of directors, the shareholders, the managers or members of an LLC, or the partners, adopted at a meeting or by written consent in lieu of a meeting; drafted and recorded correctly, it establishes the authority of the officers who act on it, protects the directors and owners who approved it, and creates the record that keeps the entity’s limited liability intact. Working from the client’s description of the action to be taken and from the entity’s charter, governing agreement, and records, we draft the resolutions and the consents, notices, and certificates that accompany them, in the form the governing documents and the statute require for the particular action, together with the record-book entries and any filings the action triggers. State filing fees, where the action also requires a filing, certified-copy fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Action planning and intake — a structured intake and written summary confirming the entity’s type and state, the action to be authorized, the body whose approval the action requires under the charter, the bylaws or governing agreement, and the statute — the board alone, the shareholders or members alone, both in sequence, or a committee — the vote required and any class vote, supermajority, or consent right an investor, lender, or agreement imposes, whether the action will be taken at a meeting or by written consent (and, for written consent, whether the statute and the governing documents permit less-than-unanimous consent and the notice that non-consenting owners must receive), any interested-director or conflict-of-interest procedure the action triggers, and the filings, notices, or third-party deliverables the action requires once approved.
Review of governing documents — review of the charter, bylaws or operating or partnership agreement, prior resolutions on the same subject, the ownership ledger and the director, manager, and officer rosters, and any agreements with consent rights, with a written summary of the approval path, the quorum and vote requirements, the officers authorized to act, and any inconsistency or gap in the records that should be corrected by ratification.
Resolutions — drafting of the resolutions in full, with recitals stating the background and the authority relied on, the operative resolutions stating the action authorized and the persons authorized to carry it out, and the general enabling resolution authorizing the officers to execute documents and take further actions, for any corporate action, including: the organizational actions of a new entity; the election, appointment, resignation, or removal of directors, managers, and officers and the setting of their compensation; banking resolutions in the form the bank requires, including account opening, signatory authority, and borrowing; loan, guaranty, and security agreements and the pledge of entity assets; leases, real-property purchases and sales, and material contracts; the issuance, redemption, repurchase, split, or reclassification of shares or interests and the adoption of equity incentive plans and award grants; the declaration of dividends or distributions and the solvency determinations that support them; the adoption or amendment of bylaws, the operating or partnership agreement, charters, and governance policies; charter amendments, restatements, conversions, mergers, acquisitions, and asset sales, and the plans they adopt; the formation of subsidiaries and the authorization of foreign qualifications and assumed names; tax elections, fiscal-year changes, and the appointment of auditors and accountants; the authorization of litigation, settlements, and the engagement of counsel; the indemnification and advancement determinations for directors and officers; the approval of interested-director and related-party transactions with the required disclosure and disinterested vote; the adoption of employee benefit plans, retirement plans, and insurance; the election to wind up and dissolve and the plan of liquidation; and the ratification of prior actions taken without a recorded resolution.
Meeting documents or written consents — for action at a meeting: the notice of the meeting and the waiver of notice, the agenda, the proxy form where shareholders or members may vote by proxy, the quorum and vote tally, and the minutes recording the proceedings and the adoption of the resolutions; for action by written consent: the unanimous written consent in lieu of a meeting, or the written consent of the required holders with the statement of the vote and the notice to non-consenting owners the statute requires, with the counterpart and electronic-signature provisions that allow execution across locations.
Certificates and third-party deliverables — the secretary’s or officer’s certificate certifying the adoption of the resolutions, the incumbency of the officers, and the attached charter and governing documents, in the form a bank, lender, title company, counterparty, or court requires; the certified copy of the resolutions for delivery; the incumbency certificate; and the good-standing certificate request where the recipient requires one.
Follow-on filings and notices — the state filings the action triggers (a charter amendment, a statement of information or annual report update reflecting new officers or directors, a foreign-qualification amendment, or a beneficial ownership information update where the entity is subject to it under the rules in effect at the time), the notices to lenders, insurers, licensing boards, or the transfer agent whose consent or notice the action requires, and the IRS and state tax notifications for a change in responsible party or fiscal year.
Record-book entries and compliance — the entry of the resolutions, consents, minutes, and certificates in the entity’s record book in chronological order, the update of the director, manager, officer, and ownership rosters, the compliance calendar entries the action creates, and, for an entity whose records are incomplete, the ratifying resolutions and the reconstructed minute book that bring the record current.
Deliverable: a complete, indexed resolution file (electronic and hard copy) containing the written summary of the approval path, the executed resolutions and the meeting documents or written consents, the secretary’s or officer’s certificate and incumbency certificate, the follow-on filings and notices, the updated rosters, and the record-book entries, with a signature-ready version of each document for execution by the directors, managers, officers, shareholders, members, or partners as required.