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Virginia
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Different states have different rules and regulations. Your Minutes of Directors' Meeting will be customized for Virginia.

Type of Document


Where a resolution is required without a meeting, select "Consent to
Action Without Meeting".
Frequently Asked Questions

What are minutes?Minutes are a written document that describes items discussed by the directors during a board meeting, including actions taken and resolutions passed.What is the difference between a resolution and minutes?A resolution is written documentation describing an action authorized by the board of directors of a Corporation. The minutes are a written document that describes items discussed by the directors during a board meeting, including actions taken and resolutions passed.What is "Consent to Action Without Meeting"?Consent to Action Without Meeting is a written document describing an action that has been authorized by the board of directors of a corporation.What is a certified corporate resolution?A Certified Corporate Resolution is a resolution of a directors' or shareholders' meeting that has been certified as correct and accurate by the secretary of a meeting and approved by the president of the Corporation. Certified Corporate Resolutions may be required by external organizations for specific purposes. A bank may require a Certified Corporate Resolution for corporate signing authority or to authorize access to a corporate safety deposit box.

Type of Resolution


Certified corporate resolutions are only required in
special circumstances.

Corporation Details

(e.g. ABC Fasteners Ltd., etc.)
Frequently Asked Questions

How should the Corporation name be filled out?The registered corporate name should be used and not the trade name.The chairperson of a meeting of the board of directors is a director who has been elected by the board to preside over board meetings. If the chairperson is absent from a meeting, then the chief executive officer or president (or in their absence a vice-president) may preside over a meeting. If all these individuals are absent then another director can be chosen to preside over a meeting.The secretary is the officer in charge of keeping company records.

Resolution Details

Today
Frequently Asked Questions

Minutes of the last regular meeting may be "Adopted as Read" or may be "Adopted after discussion and with amendments".I do not know when this Resolution will become effective. Can I fill in the date later?Yes - by selecting "Unsure" in the field titled "Resolution Date" a blank line will be inserted into the document so that you can add the correct date after printing the document.

Directors

1
Please indicate at least one director as being present.
Frequently Asked Questions

How many directors should be listed?Indicate the number of directors in the Corporation including any directors not present for this meeting.

Banking, Loan and Accounting Resolutions

Frequently Asked Questions

What is a banking resolution?A banking resolution approves the opening and operation of a bank account with a specific bank or institution and authorizes the signing officer limited scope in dealing with the bank on behalf of the Corporation.How should names be entered in the resolutions?Use the person's complete legal name as it would appear on a birth certificate or driver's license.What is meant by Signing Authority?Every Corporation needs a representative to execute banking or business transactions. Within a limited scope of authority an individual with Signing Authority would be empowered to carry out banking and other transactions on behalf of the Corporation. The person with Signing Authority would usually be identified by a corporation resolution.What is a signing officerThe signing officer is an officer of the Corporation who is authorized to sign documents on behalf of the Corporation. This signing authority can legally bind the Corporation.When should the Corporation dispense with the annual audit?It may be useful to dispense with an annual audit where the Corporation is owned by a small group of related individuals. However banks, business creditors and potential investors may prefer to see the transparency of an annual audit. Check your local statutes and regulations to ensure that this resolution is allowed in your jurisdiction.All monetary amounts will be in the designated currency for this resolution.

Director and Officer Resolutions

Frequently Asked Questions

How should names be entered in the resolutions?Use the person's complete legal name as it would appear on a birth certificate or driver's license.

Shares and Shareholders Resolutions

Frequently Asked Questions

Use the person's complete legal name as it would appear on a birth certificate or driver's license.That involves only relinquishing only a portion of the shares held and not the full amount. (e.g. Current owner has 1000 shares in total and he is only selling 500 shares and keeping 500 shares.)What is a dividend?A dividend is a payment made to shareholders based on the number of shares they own. Payment can be in the form of cash (most common), new shares or even as an ownership interest in other corporate property. The amount of the dividend payment is generally a reflection of the Corporation's after-tax earnings (profit). Whether or not a dividend payment is made to shareholders is decided by the directors of the Corporation.All monetary amounts will be in the designated currency for this resolution.

Registered Office/Agent Resolutions

Frequently Asked Questions

What is the registered office?The registered office of a Corporation is the address within the jurisdiction where important company documents, such as the minute book, are kept, and where legal and other official documents may be sent. The registered office is the address that is on record with the government.Who is the registered agent?The registered agent of a Corporation is the person designated to receive legal and other official documents on behalf of the Corporation.

General Business Resolutions

Frequently Asked Questions

All monetary amounts will be in the designated currency for this resolution.Include a brief description that is specific enough to accurately identify the asset.
Important for user defined resolutionsRemember that some types of actions may require a Special Shareholder Resolution.

Any action that affects the rights, privileges or responsibilities of Shareholders may require a Special Shareholders' Resolution. In addition, any action that causes a substantial change to the company such as dissolving the company or changing the nature of the corporate business may also require a Special Shareholders' Resolution.

Most decisions of the Corporation can be resolved with a simple Directors' Resolution or Shareholders' Resolution. But any action that affects the rights, privileges or responsibilities of Shareholders may require a Special Shareholders' Resolution. In addition, any action that causes a substantial change to the company such as dissolving the company or changing the nature of the corporate business may also require a Special Shareholders' Resolution.

A Special Shareholders' Resolution means a resolution passed by a supermajority of the votes cast. Depending on the jurisdiction this may mean a majority vote of 2/3 or more.Some actions that may require a Special Shareholders' Resolution:

*Make changes to the articles of the company.
* Change the company name.
*Change the type of company business. (e.g. Re-register a private company as a public company limited by shares.)
*Create a new class of shares.
*Change the maximum number of shares the company may issue.
*Add, change or delete any rights, privileges restrictions or conditions on any share class.
*Add, change or remove restrictions on the transfer of shares.
*Change the minimum or maximum number of directors.
*Sell, lease or exchange all or substantially all the assets of the company other than in the ordinary course of business.
*Dissolution or liquidation of the company.

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