Board Resolutions: Private Offering of Convertible Preferred Shares Authorization

Summary

This board resolutions template may be used to authorize a private offering of a new class of convertible preferred shares. This template includes practical guidance and drafting notes. The resolutions contemplate that the purchasers will enter into a preferred stock purchase agreement and an investors' rights agreement and that an offering memorandum will be used in connection with the transaction. The resolutions must be adopted by the issuing company's board of directors at a board meeting or by written consent and should be filed in the company's minute book and records as evidence of the valid authorization of the share offering and related transactions. 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. For a discussion of preferred stock offerings, see Venture Financing Overview. For a template offering memorandum, see Private Placement Memorandum Form. For additional resources related to start-up seed financing, see Start-Up Seed Financing Resource Kit. For more on board resolutions generally, see Board Resolutions for Capital Markets Transactions Resource Kit. For more on private placements generally, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit.