← All workflows

Closing Resolutions

Draft Closing Resolutions in Minutes, Not Hours

12 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.

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

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Closing Resolutions

Overview

CaseMark's Closing Resolutions skill automates the drafting of unanimous written consent resolutions for US asset purchase transactions. It generates fully formatted corporate board or LLC member/manager consents complete with recitals, operative resolutions, officer authorization, ratification provisions, and signature blocks—all aligned with your specific deal terms.

Drafting closing resolutions is a tedious but critical step in every asset purchase transaction. Associates spend hours manually cross-referencing the APA for defined terms, formatting recitals and operative resolutions, listing every ancillary document, and building signature blocks for each director or member—all under tight closing deadlines where a single inconsistency can delay execution.

CaseMark automates the entire closing resolution workflow by analyzing your asset purchase agreement, organizational documents, and closing checklist to produce a complete, properly formatted unanimous written consent. The AI handles entity-type detection, defined term extraction, ancillary document enumeration, and signature block generation, letting attorneys focus on substantive review rather than document assembly.

How it works

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

  2. 2. AI analyzes entity type, party names, defined terms, 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 Provision

  • Counterpart Execution Provisions

  • Signature Blocks for All Governing Body Members

What it handles

  • Auto-generates title block, recitals, and operative resolutions tailored to entity type

  • Supports both corporate (board) and LLC (member/manager) governance formats

  • Drafts omnibus ancillary document authorization with transaction-specific language

  • Includes officer designation, ratification, and counterpart execution provisions

  • Pulls defined terms and party names directly from your APA

  • Generates properly formatted signature blocks for all governing body members

Required documents

  • Asset Purchase Agreement

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

    .pdf, .docx

  • Organizational Documents

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

    .pdf, .docx

  • Closing Checklist

    List of all ancillary closing documents to be authorized in the resolutions

    .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 to be referenced in the recitals

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by auto-generating resolutions directly from your APA and closing checklist

Ensure consistency between your resolutions and deal documents with AI-extracted defined terms and party names

Reduce errors with entity-type-specific formatting for corporate and LLC governance structures

Accelerate closing timelines by producing deal-ready authorization documents in minutes

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 the appropriate statutory citations and governance language for each.

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

CaseMark analyzes your uploaded asset purchase agreement to extract exact party names, the closing date, defined terms like 'Agreement,' 'Transaction,' and 'Assets,' and the specific ancillary documents referenced. These are woven into the resolutions for consistency with your deal documents.

Can I customize which ancillary documents are listed in the resolutions?

Absolutely. CaseMark generates an initial list based on your closing checklist and APA references—including bills of sale, assignment and assumption agreements, TSAs, and escrow agreements—and you can add, remove, or modify any items before finalizing.

Does this work for both buyer-side and seller-side resolutions?

Yes. CaseMark drafts resolutions for either the buyer or seller entity. The recitals, operative resolutions, and authorization language are tailored to reflect the specific role and obligations of the entity in the transaction.

Are the statutory citations for consent-in-lieu authority included?

CaseMark includes the relevant statutory framework for unanimous written consent authority and flags citations for your verification. We recommend confirming the specific state statute against your organizational documents to ensure full compliance.

How long does it take to generate a complete set of closing resolutions?

CaseMark typically generates a complete draft in approximately 10-12 minutes. Compare that to the hours typically spent manually drafting, cross-referencing the APA, and formatting signature blocks for each governing body member.

Related