Board Resolution: Unregistered Offering of Common Stock
(Regulation D)


Summary

This is a board resolutions template for an unregistered offering of common stock in accordance with the requirements of Regulation D of the Securities Act. This template includes practical guidance, drafting notes, and an alternate clause. Unregistered offerings of common stock in private placements are possible both for corporations that have already engaged in a public offering of their common stock (i.e., public companies) and for companies whose common stock has not been publicly offered and therefore remains in private hands (i.e., private companies). Federal securities laws do not require corporations to seek shareholder approval before conducting an unregistered offering of common stock in a private placement. However, beyond the purview of federal law, state securities laws may dictate whether shareholder approval is required for a corporation to conduct an unregistered private placement, as will a corporation's by-laws or articles of incorporation. Nevertheless, as a general ...