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A corporate resolution is a document issued by a board of directors, outlining a binding corporate action. [ 1 ] Resolutions may authorize routine transactions such as opening corporate accounts, or adopting a fictitious business name . [ 2 ]
In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. A special resolution by comparison ...
The memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The articles of association govern the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Resolutions are often preceded by "Whereas..." clauses that express reasons or justifications for the ensuing resolution. In law, a resolution is a motion, often in writing [note 1], which has been adopted by a deliberative body (such as a corporations' board and or the house of a legislature). An alternate term for a resolution is a resolve.
A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires the endorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolution requires a 60, 70 or 80% of the vote as stipulated by the constitution of the company. Shareholders other than partners may vote.
In law, countersignature refers to a second signature onto a document. For example, a contract or other official document signed by the representative of a company may be countersigned by their supervisor to verify the authority of the representative .
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