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Closing Resolutions

Draft Closing Resolutions in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Asset Purchase Agreement
  • Organizational Documents
  • Closing Checklist

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Closing Resolutions skill automates the drafting of unanimous written consent resolutions for US asset purchase transactions. It generates complete, governance-appropriate authorization documents for both corporate boards and LLC members or managers, pulling defined terms and party details directly from your APA and closing checklist.

Drafting closing resolutions for asset purchase transactions is tedious, detail-intensive work that demands precise alignment with the APA's defined terms, party names, and ancillary document lists. Associates and paralegals often spend hours manually cross-referencing organizational documents, closing checklists, and governance requirements—work that is high-stakes but repetitive, and where a single inconsistency can delay closing.

CaseMark automates the entire resolution drafting process by analyzing your APA, organizational documents, and closing checklist to produce complete unanimous written consent resolutions in minutes. The AI handles entity-type detection, recital drafting, operative resolution structuring, officer authorization, and signature block formatting—delivering a polished first draft that your team can review, customize, and finalize with confidence.

How it works

  1. 1. Upload your asset purchase agreement, organizational documents, and closing checklist

  2. 2. AI extracts party names, defined terms, entity type, and ancillary document requirements

  3. 3. Review and customize the generated unanimous written consent resolutions

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

What you get

  • Title Block & Effective Date

  • Recitals (WHEREAS Clauses)

  • Operative Resolutions (APA Approval, Ancillary Documents, Officer Authorization)

  • Ratification Provisions

  • Counterpart Execution & Signature Blocks

What it handles

  • Generates complete unanimous written consent resolutions for both corporate (board) and LLC (member/manager) governance formats

  • Auto-populates recitals with APA-aligned defined terms, party names, and transaction descriptions

  • Drafts operative resolutions covering APA approval, ancillary document authorization, and officer designation

  • Includes ratification clauses, counterpart execution provisions, and omnibus authorization language

  • Matches signature block formatting to entity type with full governing body roster

Required documents

  • Asset Purchase Agreement

    The executed or near-final APA with party names, closing date, and defined terms

    .pdf, .docx

  • Organizational Documents

    Articles of incorporation, certificate of formation, bylaws, or operating agreement confirming consent-in-lieu authority

    .pdf, .docx

  • Closing Checklist

    List of ancillary closing documents requiring authorization (bill of sale, assignment & assumption, TSA, escrow agreement, etc.)

    .pdf, .docx, .xlsx

Supporting documents

  • Governing Body Roster

    Names and titles of all directors, members, or managers who must sign the consent

    .pdf, .docx, .xlsx

  • Fairness Opinion or Financial Analysis

    Any financial analyses or fairness opinions reviewed by the governing body in connection with the transaction

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by auto-generating resolutions with APA-aligned defined terms, recitals, and operative provisions

Reduce errors and inconsistencies by extracting exact party names, dates, and transaction descriptions directly from source documents

Support both corporate and LLC governance formats with a single workflow, adapting statutory citations and approval language automatically

Accelerate closing timelines by producing deal-ready resolution drafts that counsel can review and finalize in a fraction of the usual time

Questions

Does this handle both corporate board resolutions and LLC member consents?

Yes. CaseMark automatically adapts the resolution format based on your entity type—generating board of directors resolutions for corporations and member or manager consent resolutions for LLCs, with appropriate statutory citations and governance language for each.

How does CaseMark pull the correct defined terms from my APA?

CaseMark's AI analyzes your uploaded asset purchase agreement to extract exact party names, the closing date, and key defined terms like 'Agreement,' 'Transaction,' and 'Assets.' These are woven directly into the recitals and operative resolutions for consistency.

Can I customize which ancillary documents are covered in the authorization?

Absolutely. CaseMark generates omnibus authorization language covering all ancillary documents from your closing checklist—bills of sale, assignment and assumption agreements, TSAs, non-competes, escrow agreements, and more. You can add, remove, or modify any listed document before finalizing.

Does the output include signature blocks for all directors or members?

Yes. CaseMark generates individual signature blocks formatted for each member of the governing body. You can specify names and titles during the review step to ensure every required signatory is included.

Is this suitable for both buyer-side and seller-side resolutions?

Yes. CaseMark drafts resolutions tailored to the entity's role in the transaction. Buyer-side resolutions focus on acquisition authorization, while seller-side resolutions address asset disposition approval, each with role-appropriate recitals and operative language.

Should I still have legal counsel review the generated resolutions?

CaseMark produces high-quality first drafts that dramatically reduce preparation time, but we always recommend attorney review of the final document. The AI flags items requiring verification—such as statutory consent-in-lieu citations—so counsel can confirm compliance with applicable law and organizational documents.

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