Corporate status clause: Copy, customize, and use instantly
Introduction
A corporate status clause defines the legal status of the parties involved in an agreement, ensuring clarity regarding their corporate structure, authority, and legal capacity to enter into the agreement. It is commonly used to verify that a company is duly incorporated, in good standing, and authorized to perform its obligations under the agreement. This clause is important for ensuring that each party has the proper legal authority to enter into the contract and carry out its obligations.
Below are templates for corporate status clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Corporation status clause (Buyer)
This version ensures that the buyer is a validly incorporated entity with the necessary authority to enter the agreement.
The Buyer represents and warrants that it is a corporation duly incorporated, validly existing, and in good standing under the laws of [State/Country], with the requisite power and authority to enter into and perform its obligations under this Agreement.
Corporation status clause (Seller)
This version ensures that the seller is a validly incorporated entity with the necessary authority to enter the agreement.
The Seller represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of [State/Country], with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Corporate status clause with registration requirement
This version requires the company to be registered and authorized to do business in the relevant jurisdiction.
The Parties represent and warrant that they are corporations duly incorporated, validly existing, and in good standing under the laws of [State/Country] and are registered to do business in all jurisdictions where such registration is required to perform their obligations under this Agreement.
Corporate status clause with compliance warranty
This version includes a warranty that the company complies with applicable corporate laws and regulations.
Each party represents and warrants that it is duly incorporated, in good standing, and complies with all applicable corporate laws and regulations in [State/Country]. The party further represents that it has full power and authority to execute, deliver, and perform this Agreement.
Corporate status clause with foreign qualifications
This version applies to parties that are foreign entities doing business in a jurisdiction where they must qualify to do business.
The Parties represent and warrant that they are duly organized and in good standing under the laws of their respective jurisdictions and are qualified to do business in [State/Country] to the extent required for the performance of this Agreement.
Corporate status clause for subsidiaries
This version ensures that the party entering the agreement is duly incorporated, and includes its subsidiaries where applicable.
The Parent Company and its subsidiaries are duly incorporated, validly existing, and in good standing under the laws of [State/Country]. The Parent Company has the necessary authority to bind its subsidiaries under this Agreement and to perform its obligations hereunder.
Corporate status clause with specific legal authority
This version clarifies the legal authority of the parties to enter into the contract.
The Parties confirm that they have full legal authority and all necessary approvals to enter into this Agreement. Each Party represents that its execution, delivery, and performance of this Agreement has been duly authorized by all required corporate actions.
Corporate status clause with ongoing good standing requirement
This version includes a requirement for the parties to remain in good standing throughout the term of the agreement.
The Parties represent and warrant that they are in good standing under the laws of their respective jurisdictions and shall maintain such good standing throughout the term of this Agreement. If either party fails to maintain good standing, they must notify the other party promptly.
Corporate status clause for non-profit entities
This version is for non-profit organizations, ensuring they are properly incorporated and authorized.
The Non-Profit Entity represents and warrants that it is duly incorporated as a non-profit organization under the laws of [State/Country] and is authorized to enter into and perform its obligations under this Agreement in compliance with applicable non-profit laws and regulations.
Corporate status clause with dispute resolution provision
This version includes the corporate status clause along with a reference to dispute resolution.
Each party represents and warrants that it is a corporation in good standing and has full authority to enter into and execute this Agreement. Any dispute arising from the corporate authority to enter into this Agreement shall be resolved in accordance with the dispute resolution provisions of this Agreement.
Corporate status clause with financial standing
This version ensures that the company has the financial standing to perform the agreement.
The Parties represent and warrant that they are corporations duly incorporated, validly existing, and in good standing under the laws of [State/Country] and have the financial resources necessary to fulfill their obligations under this Agreement.
Corporate status clause with corporate structure disclosure
This version includes the requirement to disclose corporate structure and changes.
The Parties represent and warrant that they are duly incorporated in their respective jurisdictions and disclose their corporate structure, including any subsidiaries, affiliates, or parent companies, as applicable. Any changes to the corporate structure during the term of this Agreement will be promptly disclosed to the other party.
Corporate status clause with due authorization
This version confirms that all necessary corporate authorizations have been obtained.
The Parties represent and warrant that they have obtained all necessary corporate authorizations, consents, and approvals required to enter into and perform their obligations under this Agreement, and that this Agreement constitutes a valid and binding obligation on each party.
Corporate status clause with jurisdiction-specific compliance
This version requires compliance with specific laws of the jurisdiction.
Each Party represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of [State/Country] and complies with all jurisdiction-specific corporate governance, tax, and regulatory requirements applicable to the performance of this Agreement.
Corporate status clause with no bankruptcy disclosure
This version confirms that the company is not involved in bankruptcy or insolvency proceedings.
The Parties represent and warrant that they are not involved in any bankruptcy, insolvency, or similar proceedings, and are not under any legal obligation to enter into any such proceedings during the term of this Agreement.
Corporate status clause with business activity restrictions
This version restricts the company from certain business activities.
Each Party represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of [State/Country], and that its business activities do not violate any restrictions or limitations on business activities that may impair its ability to perform its obligations under this Agreement.
Corporate status clause with full legal capacity
This version asserts that the company has full legal capacity.
The Parties represent and warrant that they have full legal capacity to enter into and perform this Agreement, and that such performance will not violate any other agreements or obligations to which they are bound.
Corporate status clause with government compliance
This version requires that the company complies with government regulations.
The Parties represent and warrant that they are in compliance with all relevant governmental and regulatory requirements under [State/Country] law and that their corporate structure and operations have been duly approved by the necessary governmental authorities.
Corporate status clause with representations for cross-border agreements
This version applies to cross-border transactions and confirms corporate standing in multiple jurisdictions.
The Parties represent and warrant that they are duly incorporated and validly existing in their respective jurisdictions and have the legal authority to operate and engage in international business transactions.
Corporate status clause with legal filings obligation
This version requires the company to maintain proper legal filings.
The Parties represent and warrant that they maintain all necessary legal filings and registrations required by the jurisdiction in which they are incorporated, and that such filings are accurate and up to date.
Corporate status clause with governing law clarification
This version ties corporate status to the governing law of the agreement.
Each Party represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of [State/Country], and that the corporate status complies with the laws governing this Agreement.
Corporate status clause with merger or acquisition disclosure
This version includes disclosure of any ongoing mergers or acquisitions.
The Parties represent and warrant that they are not currently involved in any merger or acquisition negotiations and have disclosed any pending or anticipated corporate changes that could affect their ability to perform their obligations under this Agreement.
Corporate status clause with public company registration
This version applies to public companies, confirming their registration status.
If applicable, the Party represents that it is a publicly traded company duly registered with the relevant regulatory authority and complies with all applicable securities laws and regulations.
Corporate status clause with prior legal action disclosure
This version requires disclosure of any prior legal actions.
The Parties represent and warrant that there are no ongoing or prior legal actions, including litigation, regulatory investigations, or administrative proceedings, that could affect their ability to perform this Agreement.
Corporate status clause with full disclosure of corporate structure
This version requires full disclosure of corporate structure and any changes during the term of the agreement.
Each Party represents and warrants that it has fully disclosed its corporate structure, including all parent companies, subsidiaries, and affiliates, and agrees to notify the other party of any material changes in its corporate structure during the term of this Agreement.
Corporate status clause with no suspension of operations
This version ensures the company has not suspended operations.
The Parties represent and warrant that they are actively conducting business and have not suspended or ceased operations in any jurisdiction, and are in good standing under the laws of [State/Country].
Corporate status clause with corporate governance compliance
This version ensures compliance with internal governance standards.
The Parties represent and warrant that they comply with all relevant corporate governance practices, including those set by the jurisdiction in which they are incorporated, to ensure that this Agreement is valid and enforceable.
Corporate status clause with full execution authority
This version confirms that the company has full authority to execute the agreement.
Each Party represents and warrants that it has the full authority to execute and deliver this Agreement and to perform its obligations under the terms of this Agreement, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate actions.
Corporate status clause with anti-money laundering compliance
This version includes compliance with anti-money laundering laws.
The Parties represent and warrant that they comply with all applicable anti-money laundering and anti-terrorist financing laws in [State/Country] and other relevant jurisdictions, ensuring their capacity to lawfully perform under this Agreement.
Corporate status clause with insolvency disclosure
This version requires disclosure of any insolvency proceedings.
The Parties represent and warrant that they are not currently involved in any insolvency or liquidation proceedings and that they are not insolvent or at risk of insolvency in any jurisdiction.
Corporate status clause with no conflict of interest
This version ensures there is no conflict of interest in entering the agreement.
The Parties represent and warrant that entering into this Agreement does not result in any conflict of interest with their current or past corporate obligations, and that they are not in breach of any existing contracts.
Corporate status clause with no legal impediment
This version confirms that there are no legal impediments to the agreement.
The Parties represent and warrant that there are no legal or regulatory impediments to their ability to enter into and perform this Agreement, including any restrictions imposed by their respective jurisdictions of incorporation.
Corporate status clause with directors’ authority
This version ensures that the directors have authorized the agreement.
The Parties represent and warrant that the execution, delivery, and performance of this Agreement have been duly authorized by their respective boards of directors or equivalent governing bodies, and no further corporate approvals are required for the validity of this Agreement.
Corporate status clause with operational continuity
This version confirms the company’s ongoing operations and business continuity.
The Parties represent and warrant that they are actively conducting their business and operations in accordance with applicable laws, and there are no actions pending or threatened that would result in a suspension or cessation of their operations during the term of this Agreement.
Corporate status clause with material change disclosure
This version requires the company to disclose any material changes to its corporate status during the agreement.
The Parties agree to immediately disclose any material change in their corporate structure, ownership, or operations, including mergers, acquisitions, or any other significant changes that may affect their ability to perform under this Agreement.
Corporate status clause with no dissolution or winding-up proceedings
This version ensures that the company is not undergoing dissolution or winding-up.
The Parties represent and warrant that they are not subject to any dissolution, liquidation, or winding-up proceedings under applicable law, and they have not taken any action to initiate such proceedings during the term of this Agreement.
Corporate status clause with regulatory compliance
This version confirms that the company complies with all relevant regulations.
The Parties represent and warrant that they are in full compliance with all applicable corporate, legal, and regulatory requirements of [State/Country], including but not limited to tax, employment, environmental, and health and safety laws, in the performance of their obligations under this Agreement.
Corporate status clause with parent company guarantee
This version requires the parent company to guarantee the corporate status of the subsidiary.
The Parent Company of the Seller guarantees that its subsidiary, the Seller, is duly incorporated, validly existing, and in good standing under the laws of [State/Country], and has the full corporate authority to execute and deliver this Agreement and perform its obligations hereunder.
Corporate status clause with no litigation pending
This version ensures the company is not involved in litigation that could impact its obligations.
The Parties represent and warrant that there are no pending or threatened litigation, arbitration, or other legal proceedings that could materially affect their ability to perform the obligations under this Agreement.
Corporate status clause with capital structure disclosure
This version requires the company to disclose its capital structure.
The Parties represent and warrant that they have fully disclosed their current capital structure, including the number and type of issued shares, shareholders, or any equity interests, and will inform the other party of any changes during the term of this Agreement.
Corporate status clause with no breach of corporate obligations
This version confirms that entering into the agreement does not breach other corporate obligations.
The Parties represent and warrant that entering into and performing this Agreement does not violate or conflict with any of their other existing corporate obligations, agreements, or commitments.
Corporate status clause with due incorporation documents
This version confirms the validity of incorporation documents.
The Parties represent and warrant that all incorporation documents, such as articles of incorporation, bylaws, and registrations, are valid, filed, and in good standing with the appropriate authorities in their jurisdiction of incorporation.
Corporate status clause with applicable foreign laws compliance
This version ensures compliance with foreign laws if operating internationally.
The Parties represent and warrant that they are in full compliance with all applicable foreign laws, including but not limited to international trade, employment, and tax laws, for all activities related to the performance of this Agreement.
Corporate status clause with authorized representatives clause
This version ensures that the party's representatives are authorized to act on their behalf.
The Parties represent and warrant that the persons executing this Agreement on their behalf are duly authorized representatives with full legal capacity to bind their respective entities to the terms of this Agreement.
Corporate status clause with no regulatory sanctions
This version ensures the company has not been subject to any regulatory sanctions.
The Parties represent and warrant that neither they nor their subsidiaries are currently subject to any sanctions, restrictions, or penalties imposed by any regulatory authority, and they have not been investigated for violations of applicable regulations.
Corporate status clause with no bankruptcy or insolvency declaration
This version ensures the company is not under bankruptcy or insolvency proceedings.
The Parties represent and warrant that they have not been subject to any bankruptcy, insolvency, or similar proceedings in the past [X] years, nor do they have any pending bankruptcy filings that may affect their corporate status or ability to perform under this Agreement.
Corporate status clause with ownership restrictions
This version ensures the company has no restrictions on ownership that could affect the agreement.
The Parties represent and warrant that there are no restrictions or limitations on ownership or transfers of their equity or shares that would impact the execution, delivery, or performance of this Agreement.
Corporate status clause with directors’ conflicts of interest
This version requires that the directors do not have conflicting interests with the agreement.
The Parties represent and warrant that none of their directors or officers have a conflict of interest that would prevent them from executing, delivering, or performing their obligations under this Agreement, and that the directors’ interests do not conflict with the interests of the Parties in this Agreement.
Corporate status clause with no material changes in financial health
This version ensures that there are no significant changes in the company’s financial status.
The Parties represent and warrant that there have been no material changes in their financial health or solvency since their last financial disclosure and that they are capable of fulfilling their financial obligations under this Agreement.
Corporate status clause with merger and acquisition disclosure
This version requires disclosure of any ongoing mergers or acquisitions.
The Parties represent and warrant that they are not currently engaged in any merger, acquisition, or similar transaction that would affect their corporate status or their ability to perform obligations under this Agreement, and will notify the other party if such events occur.
Corporate status clause with no corporate structure challenges
This version ensures that no challenge exists to the company's corporate structure.
The Parties represent and warrant that there are no pending or threatened challenges to their corporate structure or their ability to perform the obligations under this Agreement, including any claims regarding their legal existence or good standing.
Corporate status clause with full capitalization disclosure
This version requires full disclosure of the company’s capitalization.
The Parties represent and warrant that they have disclosed the full details of their capitalization, including the number and type of shares, ownership structure, and any debt obligations that may affect their ability to perform under this Agreement.
Corporate status clause with compliance with environmental regulations
This version ensures compliance with environmental regulations.
The Parties represent and warrant that they are in compliance with all applicable environmental laws and regulations and have not been penalized or sanctioned for any violations of such laws during the term of this Agreement.
Corporate status clause with shareholder approval clause
This version ensures the agreement has shareholder approval when needed.
The Parties represent and warrant that they have obtained any required shareholder approval for the execution and performance of this Agreement and that all corporate resolutions required have been duly passed.
Corporate status clause with fiscal solvency assurance
This version ensures that the company is fiscally solvent.
The Parties represent and warrant that they are fiscally solvent, have the financial capacity to perform their obligations under this Agreement, and are not currently under any fiscal stress or financial restructuring that would affect their performance.
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.