closing-resolutions

name	closing-resolutions
title	Closing Resolutions
description	Drafts unanimous written consent resolutions authorizing a buyer or seller entity to execute an asset purchase agreement and all ancillary closing documents. Covers corporate (board) and LLC (member/manager) governance formats, recitals, operative resolutions, officer authorization, ratification, and counterpart execution provisions. Use when preparing closing deliverables, board resolutions, member consents, or corporate authorization documents for US asset purchase transactions.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/closing-resolutions
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Closing Resolutions

Drafts ACTION BY UNANIMOUS WRITTEN CONSENT resolutions for a buyer or seller entity in a US asset purchase transaction.

Prerequisites

Gather before drafting:

• Executed or near-final APA with exact party names, closing date, defined terms
• Entity type: corporation (board) or LLC (members/managers)
• Organizational documents (articles/certificate, bylaws or operating agreement) to confirm consent-in-lieu authority and approval thresholds
• Closing checklist of ancillary documents (bill of sale, assignment & assumption, TSA, non-competes, escrow agreement, etc.)
• Role designation: buyer or seller
• Governing body roster: names and titles of all directors or members/managers who must sign

Quick Start

1. Confirm entity type and role (buyer/seller)
2. Pull defined terms from APA ("Agreement," "Transaction," "Assets")
3. Draft title block, recitals, operative resolutions, execution provisions
4. Match signature block format to entity type
5. Verify statutory citation for consent-in-lieu authority [VERIFY]

Core Workflow

1. Title Block

ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE [BOARD OF DIRECTORS / MEMBERS]
OF [ENTITY LEGAL NAME]

Effective as of [DATE]

2. Recitals (WHEREAS Clauses)

Draft 3-5 recitals:

• Entity's role and counterparty's exact legal name
• Description of assets aligned with APA definitions
• Governing body reviewed transaction terms and materials
• Determination that transaction is in best interests of company and stakeholders
• Fairness opinions or financial analyses, if applicable

3. Operative Resolutions

Resolution	Scope
APA Approval	Approve APA by name and date; authorize execution, delivery, performance; encompass pre-closing amendments not materially altering the transaction
Ancillary Documents	Authorize all transaction documents with omnibus language: "bills of sale, assignment and assumption agreements, TSAs, non-competition agreements, employment agreements, escrow agreements, certificates, opinions, and any other documents contemplated by or necessary to consummate the Transaction"