"These initialresolutions give authority to the officers to act on behalf of the corporation.
The initial resolutions for officers helps bridge the gap of corporate acts taken between formation and the adoption of bylaws, the corporation's internal governing document."
South Dakota Initial Resolution Directors and Officers
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Multi-State
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US-ENTREP-0085-1
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FAQ
A resolution is a formal way in which a company can note decisions that are made at a meeting of company members. There are two types of resolutions: ordinary and special. Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.
Corporate bylaws are legally required in South Dakota. Typically, directors adopt bylaws at the first organizational meeting.
Essentially, this initial resolution approves how the corporation acts in between its formation and the adoption of its internal governing documents (bylaws) and authorizes the appointment of directors.
For instance, the initial resolutions generally include: The corporation's name and filing number. The date and state of incorporation. Ratification (approval) of the actions of the incorporator. Statement that the Articles of Incorporation have been completed. The appointed directors.
While it may seem like a formality, the initial resolution is an important piece of starting a corporation. Put simply, the initial resolution shows how the corporation acts in between its formation and the adoption of its internal governing documents (your bylaws).
In South Dakota, corporations file an annual report each year. True to its reputation as an incredibly tax-friendly state, there is no state corporate income tax and no personal income tax. And unless you're a financial institution, there's no corporate franchise tax either.
When you write a corporate resolution, you should include company identifiers, the resolutions, the date, and relevant signatures. Corporate resolutions can document various actions a board undertakes, but all include the same general components.
From a company's inception, the Directors' and Shareholders' Initial Resolutions authorize the company's incorporation, list the original corporate officers and approve the preliminary amount of stock authorized by the Certificate of Incorporation.