Corporate documents clause: Copy, customize, and use instantly
Introduction
A corporate documents clause outlines the requirements for providing and maintaining corporate documents such as articles of incorporation, operating agreements, board resolutions, and other essential corporate records. This clause ensures that all parties involved in the agreement have access to key corporate documents and that these documents are kept up to date throughout the life of the contract.
Below are templates for corporate documents clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Corporate documents clause (buyer-friendly)
This variation requires the seller to provide key corporate documents to the buyer for verification.
The Seller shall provide the Buyer with copies of all relevant corporate documents, including articles of incorporation, bylaws, operating agreements, and board resolutions, within [X] days of the execution date. These documents must be up to date and accurately reflect the current corporate structure of the Seller.
Corporate documents clause (seller-friendly)
This clause places the responsibility on the buyer to request and verify the corporate documents.
The Buyer shall be responsible for requesting copies of the Seller's corporate documents, including articles of incorporation, operating agreements, and any relevant board resolutions. The Seller shall provide these documents within [X] days of the Buyer's request.
Corporate documents clause (neutral)
This variation requires both parties to provide their corporate documents to each other.
Both Parties agree to provide each other with copies of their respective corporate documents, including articles of incorporation, bylaws, operating agreements, and any relevant board resolutions, within [X] days of execution. These documents must be complete and reflect the current corporate structure and status.
Corporate documents clause (post-signing)
This clause requires the delivery of corporate documents after the agreement has been signed.
The Parties agree that within [X] days after the execution of this Agreement, both Parties shall exchange copies of their respective corporate documents, including but not limited to articles of incorporation, operating agreements, and board resolutions. These documents must be up to date and accurate as of the execution date.
Corporate documents clause (buyer verification)
This variation ensures the buyer can verify the corporate status of the seller before proceeding.
The Buyer shall have the right to review and verify all corporate documents of the Seller, including articles of incorporation, bylaws, and any other documents related to the corporate structure, within [X] days from the execution date. The Seller must provide these documents promptly upon request.
Corporate documents clause (regular updates)
This clause requires the seller to provide updated documents regularly.
The Seller shall provide the Buyer with updated corporate documents, including but not limited to articles of incorporation, bylaws, and any amendments, within [X] days of any changes to the corporate structure. These documents must accurately reflect the Seller’s current status.
Corporate documents clause (due diligence)
This clause requires the seller to provide corporate documents for due diligence purposes.
The Seller shall provide the Buyer with copies of all relevant corporate documents, including articles of incorporation, bylaws, operating agreements, and board resolutions, for the purpose of due diligence, within [X] days of execution. These documents must be accurate and current.
Corporate documents clause (future changes)
This variation requires parties to notify each other of changes to corporate documents.
Both Parties agree to notify the other in writing of any material changes to their corporate documents, including articles of incorporation, operating agreements, or any other document related to their corporate structure, within [X] days of the change occurring.
Corporate documents clause (on request)
This clause places the responsibility on either party to provide corporate documents on request.
Either Party may request copies of the other Party’s corporate documents, including articles of incorporation, operating agreements, and board resolutions. The requested Party must provide these documents within [X] days of receiving the request.
Corporate documents clause (access during the agreement)
This clause grants access to corporate documents throughout the term of the agreement.
Both Parties agree to provide reasonable access to their corporate documents, including articles of incorporation, bylaws, and operating agreements, during the term of this Agreement. Such documents must be made available within [X] days of a written request from the other Party.
Corporate documents clause (authenticity assurance)
This version ensures that the provided corporate documents are genuine.
The Seller warrants that the corporate documents provided to the Buyer, including articles of incorporation, operating agreements, and board resolutions, are accurate, genuine, and up to date as of the execution date. The Buyer may request additional verification if needed.
Corporate documents clause (failure to provide)
This clause specifies consequences if the corporate documents are not provided on time.
If either Party fails to provide the required corporate documents, including articles of incorporation, bylaws, and operating agreements, within [X] days of request, the other Party may suspend or terminate this Agreement until the requested documents are received.
Corporate documents clause (board approval)
This variation requires that the relevant corporate documents be approved by the board.
The Seller shall provide the Buyer with copies of all corporate documents that have been approved by the Seller’s board of directors, including articles of incorporation, bylaws, and operating agreements, within [X] days of the execution date. These documents must reflect the current corporate structure.
Corporate documents clause (evidence of authority)
This clause ensures that parties provide evidence of their authority to enter into the agreement.
The Parties shall provide evidence of their authority to enter into this Agreement by delivering corporate documents, including board resolutions, articles of incorporation, and operating agreements, within [X] days of execution. These documents must confirm that the appropriate corporate approvals have been obtained.
Corporate documents clause (digital access)
This clause allows for electronic copies of corporate documents.
The Seller shall provide the Buyer with electronic copies of all corporate documents, including articles of incorporation, bylaws, and operating agreements, within [X] days of execution. These documents must be accessible in a digital format and must be up to date.
Corporate documents clause (historical records)
This clause includes a requirement to provide historical corporate records.
The Seller shall provide the Buyer with historical corporate documents, including articles of incorporation, operating agreements, and board resolutions from the past [X] years, within [Y] days of execution. These documents should reflect the history of the corporate structure.
Corporate documents clause (confidentiality)
This version ensures that corporate documents are kept confidential.
The Parties agree that any corporate documents exchanged under this clause, including articles of incorporation, operating agreements, and board resolutions, shall be treated as confidential and not disclosed to any third parties without the prior written consent of the disclosing Party.
Corporate documents clause (compliance with laws)
This clause ensures that corporate documents comply with applicable laws.
The Parties agree that all corporate documents, including articles of incorporation, bylaws, and operating agreements, provided during the term of this Agreement must comply with all relevant laws and regulations. Any documents that do not comply will be amended or replaced to ensure compliance.
Corporate documents clause (verification period)
This clause specifies a time frame within which the corporate documents must be verified.
The Buyer has the right to verify the provided corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days of receiving them. If the documents are found to be incomplete or inaccurate, the Buyer may request corrections within an additional [Y] days.
Corporate documents clause (special conditions)
This variation applies if there are special conditions related to corporate documents.
The Parties agree that, in addition to the standard corporate documents required by this Agreement, any special conditions or exceptions related to the corporate structure must be documented in writing and provided within [X] days of execution.
Corporate documents clause (final approval)
This clause requires final approval of corporate documents before execution.
The Parties agree that all corporate documents, including articles of incorporation, operating agreements, and board resolutions, must be approved by the appropriate corporate authorities before execution of this Agreement. Approval must be obtained within [X] days.
Corporate documents clause (third-party review)
This clause allows a third party to review the corporate documents.
Both Parties agree that, upon request, a mutually agreed-upon third-party may review the corporate documents, including articles of incorporation, operating agreements, and board resolutions, to ensure compliance with the terms of this Agreement. The third-party review must occur within [X] days of the request.
Corporate documents clause (provision of records)
This clause specifies the provision of corporate records upon request.
The Parties agree to provide, upon request, all corporate documents including articles of incorporation, operating agreements, and board resolutions, related to the business operations and corporate structure, within [X] days of the request.
Corporate documents clause (joint access)
This version allows both parties joint access to corporate documents.
The Parties agree to grant each other joint access to their respective corporate documents, including articles of incorporation, operating agreements, and any other corporate records, for the duration of this Agreement. Access will be provided within [X] days of a request.
Corporate documents clause (inaccurate documents)
This clause specifies the handling of inaccurate corporate documents.
If either Party discovers that any corporate documents provided, including articles of incorporation, operating agreements, or board resolutions, are inaccurate or outdated, the Party shall notify the other Party within [X] days, and the inaccurate documents must be corrected and resubmitted within [Y] days.
Corporate documents clause (inclusion in annex)
This clause requires the inclusion of corporate documents in an annex to the agreement.
The Parties agree to include copies of all relevant corporate documents, including articles of incorporation, bylaws, and operating agreements, as an annex to this Agreement. These documents must be current as of the execution date and must be attached within [X] days.
Corporate documents clause (review and confirmation)
This variation allows the reviewing party to confirm the corporate documents’ authenticity and accuracy.
The Buyer shall have the right to review all corporate documents of the Seller, including articles of incorporation, operating agreements, and board resolutions. Upon reviewing, the Buyer must confirm, in writing, that the documents are accurate and authentic within [X] days of receipt.
Corporate documents clause (periodic review)
This clause requires periodic reviews of corporate documents.
The Parties agree to review their corporate documents, including articles of incorporation, operating agreements, and board resolutions, on an annual basis to ensure they reflect any changes in corporate structure. The review must take place within [X] days of the annual review period.
Corporate documents clause (timely provision)
This version requires timely provision of corporate documents.
The Seller shall provide the Buyer with the requested corporate documents, including articles of incorporation, bylaws, operating agreements, and board resolutions, within [X] days from the request. Any delay in providing these documents will result in the suspension of this Agreement until the documents are delivered.
Corporate documents clause (specified documentation)
This clause specifies which corporate documents need to be provided.
The Parties shall exchange copies of the following corporate documents: articles of incorporation, bylaws, operating agreements, and any amendments thereto. These documents must be provided within [X] days of the execution date, and any changes must be communicated immediately.
Corporate documents clause (warranty of accuracy)
This clause includes a warranty regarding the accuracy of corporate documents.
The Seller warrants that all corporate documents, including articles of incorporation, operating agreements, and board resolutions, provided to the Buyer are accurate and complete. If any discrepancies are found, the Seller must provide updated documents within [X] days of discovery.
Corporate documents clause (termination due to non-compliance)
This variation allows termination of the agreement due to failure to provide corporate documents.
If either Party fails to provide the necessary corporate documents, including articles of incorporation, operating agreements, and board resolutions, within the stipulated [X] days, the other Party may terminate this Agreement immediately.
Corporate documents clause (internal review)
This clause ensures that the corporate documents are subject to internal review before they are shared.
The Seller shall conduct an internal review of all corporate documents, including articles of incorporation, operating agreements, and board resolutions, and ensure they are up to date. The Seller must provide these documents to the Buyer within [X] days after the internal review is completed.
Corporate documents clause (multiple submissions)
This clause allows for the submission of corporate documents in stages.
The Parties agree that corporate documents, including articles of incorporation, operating agreements, and bylaws, may be submitted in multiple stages. Each stage must be submitted within [X] days of execution, and all documents must be provided within [Y] days.
Corporate documents clause (acknowledgment of receipt)
This variation requires acknowledgment of receipt of corporate documents.
The Party receiving corporate documents, including articles of incorporation, operating agreements, and board resolutions, shall acknowledge receipt within [X] days of receiving the documents in writing. Failure to acknowledge receipt within the designated time will delay the effective date of the Agreement.
Corporate documents clause (authorized signatories)
This clause ensures that corporate documents are signed by the appropriate authorities.
The Parties agree that all corporate documents, including articles of incorporation, operating agreements, and board resolutions, must be signed by the appropriate corporate authorities. The Seller must provide proof of signatures from authorized signatories within [X] days.
Corporate documents clause (inspection rights)
This variation provides the right to inspect corporate documents.
The Buyer has the right to inspect the corporate documents of the Seller, including articles of incorporation, bylaws, and operating agreements, within [X] days of execution. The Seller shall provide reasonable access to these documents for inspection purposes.
Corporate documents clause (audit access)
This clause grants audit access to corporate documents.
Either Party may request access to the other Party’s corporate documents, including articles of incorporation, operating agreements, and board resolutions, for audit purposes. The Party granting access must provide these documents within [X] days of the request.
Corporate documents clause (third-party certification)
This clause allows for third-party certification of corporate documents.
The Seller agrees to provide third-party certification of the corporate documents, including articles of incorporation, operating agreements, and board resolutions, verifying that these documents are true and accurate. Certification must be provided within [X] days of the request.
Corporate documents clause (reconciliation of documents)
This variation requires the reconciliation of documents if discrepancies are found.
If discrepancies are found in the corporate documents provided, including articles of incorporation, operating agreements, and board resolutions, the Parties shall reconcile these discrepancies within [X] days. The Party at fault shall provide updated documents.
Corporate documents clause (change of control)
This clause applies if there is a change of control in the company.
If there is a change of control in either Party, all corporate documents, including articles of incorporation, operating agreements, and board resolutions, must be provided to the other Party within [X] days of the change of control.
Corporate documents clause (delivery method)
This clause specifies the delivery method for corporate documents.
The Parties agree to deliver all corporate documents, including articles of incorporation, operating agreements, and board resolutions, by [electronic means, courier, etc.]. Delivery must occur within [X] days from the execution date.
Corporate documents clause (expiration of documents)
This variation requires a review of the expiration date of the documents.
All corporate documents, including articles of incorporation, operating agreements, and board resolutions, must be current and not expired. If any documents are nearing expiration, they must be updated and provided to the other Party within [X] days.
Corporate documents clause (compliance with contract)
This clause ensures that the provided corporate documents comply with the terms of the contract.
The Seller agrees to provide all corporate documents, including articles of incorporation, operating agreements, and board resolutions, that comply with the terms of this Agreement. These documents must be provided within [X] days and must be consistent with the requirements of this Agreement.
Corporate documents clause (failure to provide updates)
This clause specifies the consequence of failing to update corporate documents.
If either Party fails to provide updated corporate documents, including articles of incorporation, operating agreements, or board resolutions, within [X] days of a material change, the other Party may terminate the Agreement or suspend performance until the documents are provided.
Corporate documents clause (cooperation for verification)
This clause requires cooperation for the verification of corporate documents.
Both Parties agree to cooperate fully in verifying corporate documents, including articles of incorporation, operating agreements, and board resolutions. Each Party must provide reasonable assistance in confirming the accuracy and authenticity of these documents within [X] days.
Corporate documents clause (legal compliance)
This variation ensures that corporate documents comply with applicable laws.
The Parties agree that all corporate documents, including articles of incorporation, operating agreements, and board resolutions, must comply with applicable state and federal laws. If any documents are found to be non-compliant, they must be corrected within [X] days of discovery.
Corporate documents clause (delivery on execution)
This variation specifies that corporate documents must be delivered immediately upon the execution of the agreement.
The Seller shall provide the Buyer with all necessary corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days of the execution of this Agreement. These documents must be provided promptly to ensure the timely processing of the Agreement.
Corporate documents clause (format requirements)
This clause specifies the format in which the corporate documents must be delivered.
The Seller shall provide all requested corporate documents, including articles of incorporation, operating agreements, and board resolutions, in electronic format (PDF, DOCX, etc.) within [X] days. These documents must be legible and complete.
Corporate documents clause (inclusion of amendments)
This clause includes the requirement for amendments to corporate documents to be provided.
The Seller agrees to provide all amended corporate documents, including articles of incorporation, operating agreements, and board resolutions, that reflect any changes in the corporate structure or ownership. These documents must be provided within [X] days of the change.
Corporate documents clause (ownership verification)
This clause requires verification of ownership in corporate documents.
The Seller shall provide documentation verifying ownership or shareholder status, including articles of incorporation, operating agreements, and board resolutions, within [X] days. The Buyer may require additional documentation to verify the ownership structure.
Corporate documents clause (evidence of good standing)
This version requires evidence of good standing.
The Seller shall provide evidence of good standing, including articles of incorporation, operating agreements, and any relevant state certifications, within [X] days of execution. This evidence must show that the Seller is in good standing under state law.
Corporate documents clause (updated status)
This clause requires updates to corporate documents if the status changes.
The Seller shall provide updated corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days after any change in the status or structure of the business. All documents must reflect the current state of the business.
Corporate documents clause (signature verification)
This variation requires the verification of signatures on corporate documents.
The Parties agree that all corporate documents, including articles of incorporation, operating agreements, and board resolutions, must be signed by the authorized officers of the Party. Signature verification must be provided upon request within [X] days.
Corporate documents clause (document availability)
This clause ensures the availability of documents during the term of the contract.
The Parties agree to make available their corporate documents, including articles of incorporation, operating agreements, and board resolutions, throughout the term of this Agreement. These documents must be provided within [X] days of a written request.
Corporate documents clause (documentation in case of litigation)
This version ensures the availability of corporate documents in case of litigation.
In the event of litigation or dispute resolution, the Parties agree to provide any necessary corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days upon request from the opposing party or court.
Corporate documents clause (general document provision)
This clause outlines the provision of general corporate documents.
The Parties agree to provide copies of their corporate documents, including articles of incorporation, operating agreements, and board resolutions, as requested by the other Party for the purposes of this Agreement. These documents must be provided within [X] days of the request.
Corporate documents clause (termination without documents)
This variation allows for termination if documents are not provided.
If the Party fails to provide the required corporate documents, including articles of incorporation, operating agreements, or board resolutions, within [X] days of request, the other Party has the right to terminate this Agreement immediately without further obligation.
Corporate documents clause (dispute over documents)
This clause addresses disputes over the corporate documents provided.
If a dispute arises regarding the accuracy or completeness of corporate documents, including articles of incorporation, operating agreements, or board resolutions, the Parties agree to resolve the dispute within [X] days. The disputing Party must provide any supporting evidence for their claim.
Corporate documents clause (failure to comply with obligations)
This version specifies the consequence of failing to comply with document-related obligations.
If either Party fails to provide the requested corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days, the other Party may withhold performance under this Agreement until the documents are delivered.
Corporate documents clause (service provider access)
This clause provides third-party access for reviewing corporate documents.
The Parties agree to allow third-party service providers or auditors access to their corporate documents, including articles of incorporation, operating agreements, and board resolutions, to verify compliance with this Agreement. Access must be provided within [X] days of request.
Corporate documents clause (joint ownership verification)
This clause requires verification for joint ownership in corporate documents.
If the Parties are joint owners or shareholders, both Parties shall provide their corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days, ensuring that the ownership structure is clear and up to date.
Corporate documents clause (amendment responsibility)
This clause assigns responsibility for amending corporate documents.
If any corporate document, including articles of incorporation, operating agreements, or board resolutions, requires amendment to reflect changes in the corporate structure, the responsible Party must update and provide the amended documents to the other Party within [X] days.
Corporate documents clause (disclosure of financial statements)
This clause requires the disclosure of corporate financial documents.
In addition to articles of incorporation, operating agreements, and board resolutions, the Parties agree to provide financial statements, including balance sheets and profit and loss statements, within [X] days if required for compliance purposes.
Corporate documents clause (timely amendments)
This variation ensures timely amendments to corporate documents are shared.
The Parties agree to amend and provide updated corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days of any material change in corporate status or structure. The amended documents must be delivered promptly.
Corporate documents clause (record-keeping responsibility)
This clause specifies record-keeping responsibility for corporate documents.
The Parties agree to maintain accurate and up-to-date corporate documents, including articles of incorporation, operating agreements, and board resolutions, throughout the term of this Agreement. Upon request, these documents must be provided within [X] days.
Corporate documents clause (audit rights)
This clause allows for audits of corporate documents.
The Buyer shall have the right to audit the Seller’s corporate documents, including articles of incorporation, operating agreements, and board resolutions, to ensure compliance with the terms of this Agreement. The Seller must provide access to these documents within [X] days of the audit request.
Corporate documents clause (third-party inspection)
This version allows a third-party to inspect corporate documents.
Upon request, the Parties agree to allow a third-party inspector to review corporate documents, including articles of incorporation, operating agreements, and board resolutions, to verify the accuracy and completeness of the provided materials. Access must be granted within [X] days.
Corporate documents clause (failure to disclose updates)
This clause addresses failure to disclose updates to corporate documents.
If a Party fails to disclose updates to corporate documents, including articles of incorporation, operating agreements, and board resolutions, within [X] days, the other Party may terminate this Agreement or take appropriate legal action to enforce compliance.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.