This Board Resolution is the formal legal document where your directors authorize the $2,500,000 capital raise. For an SEC filing of this size, the resolution must explicitly mention the “Maximum Offering Amount” and authorize the officers to sign the Form C.
BOARD RESOLUTION OF ATLAS WATER CORP
Adopted as of [Date], 2026
The undersigned, being all the members of the Board of Directors of Atlas Water Corp, a Delaware corporation (the “Company”), hereby adopt the following resolutions by [unanimous written consent / vote at a meeting]:
1. Authorization of the Reg CF Offering
WHEREAS, the Board has determined it is in the best interests of the Company to raise capital through an offering of securities (the “Offering”) pursuant to Section 4(a)(6) of the Securities Act of 1933 and Regulation Crowdfunding (“Reg CF”);
NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to offer and sell its [Common Stock / Preferred Stock / SAFE] to investors in an aggregate amount not to exceed $2,500,000 (the “Maximum Offering Amount”) at a price and on terms to be finalized by the officers of the Company.
2. Approval of Intermediary & Form C
RESOLVED, that the Company is authorized to engage [Name of Portal, e.g., Wefunder/Republic] as the intermediary for the Offering and to pay such intermediary the customary commissions and fees.
FURTHER RESOLVED, that the officers of the Company are authorized and directed to prepare, execute, and file with the SEC an Offering Statement on Form C, including all required financial disclosures, risk factors, and audited financial statements.
3. Authorization of Audited Financials
RESOLVED, that the Board hereby approves the engagement of [Name of CPA Firm] to conduct an independent audit of the Company’s financial statements for the fiscal years ending 2024 and 2025, as required by SEC rules for offerings exceeding $1.24 million.
4. General Authority
RESOLVED, that the officers of the Company are authorized to take all such further actions, including the execution of subscription agreements and the issuance of securities, as they deem necessary or advisable to carry out the intent of these resolutions.
DIRECTORS’ SIGNATURES
| Director Name | Signature | Date |
|---|---|---|
| [Founder Name] | __________________________ | __________, 2026 |
| [Director 2 Name] | __________________________ | __________, 2026 |
| [Director 3 Name] | __________________________ | __________, 2026 |
Attest: __________________________
[Name], Secretary
Attest: __________________________
[Name], Secretary
Important Tips for Atlas Water Corp:
- The “Majority” Rule: The SEC requires that Form C be signed by a majority of the Board. Even if you have 5 directors, you need at least 3 signatures on the final filing.
- Corporate Minute Book: Keep the original signed version of this resolution in your “Minute Book.” Most portals and future Series A investors will ask to see this during their own due diligence.
- Blue Sky Laws: While Reg CF “pre-empts” state laws, this resolution gives your officers the power to pay the minor state-level filing fees (often called “Notice Filings”) required when you accept money from investors in different states.
Would you like me to draft the “Investor Pitch Deck” outline that specifically highlights your water technology to help hit that $2.5M target?