ABC / Corporate Resolutions and Minutes

Corporate Resolutions and Minutes

* DESCRIPTION: Corporate resolutions and minutes cover most formal actions and decisions approved by shareholders or board of directors of a corporation (or in the case of a LLC – by members or managers).

Corporate resolutions are exactly what the name implies — resolutions made by your directors and shareholders on behalf of the company. The most common types of resolutions for foreign use include:

· resolution to appoint a representative in a foreign country

· resolution to appoint head of representative office

· resolution to open a bank account in a foreign bank

· resolution to be a participant in a foreign joint venture

· resolution to lease property, etc.

Resolutions and minutes are internal documents of the company. The original resolutions and minutes are usually kept in the main office of the company.

Corporate secretary or other officers of the company have the authority to make a copy of any resolution, and attest that this copy is a true and correct copy of the original resolution adopted by the shareholders (members, directors, managers).

* LEGALIZATION: APOSTILLE: If the document is intended for use in a foreign country it has to be legalized (another word is “authenticated”) for foreign use. This is a process in which various seals are placed on the document. The legalization procedure basically depends on one factor: whether the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”). In this case the only legalization required is an Apostille certificate. (Apostille is a French word which means a certification). A document bearing an Apostille is valid in all of the Hague countries.

* CONSULAR LEGLAIZATION: Many foreign jurisdictions have not joined the Hague Convention. If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.

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