SAMPLE
CORPORATE RESOLUTION TO
INSTRUCT TRANSFER AGENT REGARDING STOCK
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Transfer agents
will require a Corporate Resolution be provided anytime a restrictive
legend is being asked to be removed by a corporate stockholder of a US
traded company. A Corporate Resolution authorizes specified officers
of a company, such as the President, CEO, Vice President, or
Secretary, acting in concert or individually, to sell, assign,
transfer, and/or deliver any and all of the company's securities held
in the name of the company. Corporate Resolutions often contain a
certification by the secretary of the company that the resolution was
adopted and passed by the board of directors of the company on a
specific date, and that the resolution remains in full force and
effect, that it has not been repealed or amended, and does not
conflict with the by-laws of the company. Below is a sample of a
Corporate Resolution authorizing shares held to be dealt with for sale
or transfer..
It is important that you contact the
transfer agent and
ask if they require the Corporate Resolution have particular
wording. Do not
assume the transfer agent will accept the Corporate Resolution we have provided as a sample.
For more information about removing US
restrictive legends from share certificates go to:
How Do
You Get the Restrictive Legend off Your US Stock Certificates: Rule
144
CORPORATE RESOLUTION
BE IT RESOLVED: That the
President _______________________, Vice President,
____________________,Secretary, _____________________ and any one of
them acting individually, be and they are hereby authorized to sell,
assign, transfer and/or deliver any and all stock bonds or other
securities now or hereafter in the name of this Corporation.
CERTIFICATION
I, __________________,
Secretary to __________________, hereby certify that the foregoing
is true and a complete copy of a resolution duly adopted by the
Board of Directors of the said corporation at a meeting duly held on
the ______________ at which a quorum was present and voting
throughout, and that the same has not been repealed or amended, and
remains in full force and effect and does not conflict with the
by-laws of said corporation.
________________________________
Printed Name
________________________________
_______________________
Secretary Signature
Date
CORPORATE SEAL or
MEDALLION SIGNATURE GUARANTEE
X___________________________
 Alixe B. Cormick
Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, B.C.
V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
E-mail Us
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