Board Resolutions: IPO Authorization

Summary

This board resolutions template includes resolutions for board approval of the standard actions necessary for an initial public offering (IPO). Company counsel prepare the resolutions in conjunction with the board and committee meetings held during the offering process. This template includes practical guidance and drafting notes. Counsel will need to have the resolutions approved by the board so they can be finalized and signed by the corporate secretary or the directors (in the case of written consents in lieu of a meeting) in advance of the closing. Board resolutions establish for the underwriters that the IPO and related actions have been duly authorized by the company's board of directors. These resolutions also have a secretary's certificate appended to them certifying their adoption by the company's board of directors. For more on board resolutions generally, see Board Resolutions for Capital Markets Transactions Resource Kit. For further templates related to an IPO, see Initial Public Offerings Resource Kit. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.