Contact
← All workflows

Closing Resolutions of Buyer and Seller

Draft Closing Resolutions for Asset Purchases Instantly

8 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Closing Resolutions of Buyer and Seller

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Closing Resolutions of Buyer and Seller

Overview

Drafting closing resolutions for both buyer and seller in asset purchase transactions is time-consuming and detail-intensive. Attorneys must carefully review the APA, identify all ancillary documents, ensure proper authorization language, and customize resolutions for each party's corporate structure—all while maintaining consistency and avoiding errors that could delay closing.

Drafting closing resolutions for asset purchase transactions is time-consuming and requires meticulous attention to corporate governance requirements, entity-specific details, and transaction document coordination. Attorneys spend hours ensuring proper authorization language, comprehensive coverage of ancillary documents, and compliance with both internal governance rules and counterparty closing conditions. Manual drafting increases the risk of inconsistencies, omissions, or misalignment with the underlying transaction agreements.

CaseMark automates the creation of comprehensive buyer and seller closing resolutions tailored to your specific asset purchase transaction. Simply upload your Asset Purchase Agreement and entity information, and receive professionally drafted resolutions with proper recitals, authorization provisions, officer empowerment language, and execution mechanics. Our AI ensures consistency with transaction terms, appropriate governance structure, and complete coverage of all necessary authorizations.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Document Header with Company Name and Effective Date

  • Recitals and Background

  • Resolution 1: Approval of Asset Purchase Agreement

  • Resolution 2: Approval of Ancillary Documents

  • Resolution 3: Authorization of Officers

  • Resolution 4: Ratification of Prior Actions

  • Execution and Signature Blocks

What it handles

  • Document Header with Company Name and Effective Date

  • Recitals and Background

  • Resolution 1: Approval of Asset Purchase Agreement

  • Resolution 2: Approval of Ancillary Documents

  • Resolution 3: Authorization of Officers

  • Resolution 4: Ratification of Prior Actions

  • Execution and Signature Blocks

Required documents

  • Asset Purchase Agreement

    The primary transaction agreement detailing the asset purchase terms, parties, and purchase price

    PDF, DOCX

  • Entity Information

    Legal entity name, entity type (corporation or LLC), jurisdiction of formation, and governance structure

    PDF, DOCX, TXT

Supporting documents

  • Organizational Documents

    Articles of incorporation, bylaws, operating agreement, or other governing documents

    PDF, DOCX

  • Transaction Document List

    Closing checklist or list of ancillary agreements and transaction documents

    PDF, DOCX, XLSX

  • Officer and Director Information

    Names and titles of current officers, directors, members, or managers

    PDF, DOCX, XLSX

Why teams use it

Generate complete buyer and seller resolutions in under 10 minutes

Ensure all required approvals and authorizations are included

Maintain consistency across multiple transaction documents

Reduce risk of closing delays due to incomplete or improper resolutions

Customize for board of directors or member-managed entities automatically

Questions

What's the difference between buyer and seller closing resolutions?

Buyer closing resolutions authorize the purchase of assets, execution of the Asset Purchase Agreement, payment of purchase price, and assumption of specified liabilities. Seller closing resolutions authorize the sale and transfer of assets, receipt of purchase price, and execution of bills of sale and assignment documents. Both follow similar structural formats but differ in the specific transaction actions being authorized based on each party's role.

Do I need separate resolutions for corporations versus LLCs?

Yes, the governing body differs by entity type. Corporations require board of directors resolutions (and sometimes shareholder approval for significant transactions). LLCs require member resolutions, manager resolutions, or both depending on whether the LLC is member-managed or manager-managed as specified in the operating agreement. CaseMark automatically adapts the resolution format based on your entity type and governance structure.

What ancillary documents should be covered in the resolutions?

Closing resolutions should authorize all transaction-related documents including bills of sale, assignment and assumption agreements, transition services agreements, non-compete agreements, employment agreements, escrow agreements, legal opinions, certificates, and any other instruments required by the Asset Purchase Agreement. Rather than listing each document individually, comprehensive resolutions use broad authorization language that captures all closing deliverables while maintaining flexibility for documents added during the transaction process.

Can resolutions be executed by unanimous written consent instead of at a meeting?

Yes, most state corporate and LLC statutes permit governing bodies to take action by unanimous written consent in lieu of holding a formal meeting, provided this method is allowed by the entity's organizational documents. Written consents are commonly used for closing resolutions because they can be executed quickly without the logistical challenges of convening a meeting. The resolutions should explicitly state they are being adopted by unanimous written consent and include execution provisions allowing counterpart signatures and electronic delivery.

How broad should the officer authorization be in closing resolutions?

Officer authorization should be sufficiently broad to empower officers to execute all transaction documents and take all actions necessary to consummate the transaction, while remaining appropriate for the transaction's size and complexity. Standard resolutions authorize officers to execute documents and take actions they deem necessary or advisable to effectuate the transaction, with execution itself constituting conclusive evidence of approval. For significant transactions, some entities may limit authorization to specifically named officers or require certain actions to receive additional approval.

Related

Access and Indemnity Agreement (Due Diligence)

Draft Property Access Agreements in Minutes with AI

Access Indemnity Agreement

Draft Access & Indemnity Agreements in Minutes

Ad Fund Agreement

Draft Ad Fund Agreements in Minutes, Not Hours