NASAA Form U-2A is the Uniform Corporate Resolution that a corporation files to prove its board of directors gave certain officers the legal power to register or “qualify” the company’s securities for sale in one or more states. It travels with Form U-2 Uniform Consent to service of process, and together they tell each state securities regulator, “Yes, this person signing our paperwork is allowed to do so.”
When a company sells stock, notes, or other securities across state lines, each state’s “blue sky” laws may require proof that the signer has board authority. Form U-2A is that proof. Getting a name, a title, or a board meeting date wrong can stall an entire securities offering, since regulators in dozens of states screen these documents and the broader Reg D market saw more than $2.7 trillion raised in a single recent year, much of it touching state filings like this one.
In this guide, you will learn:
- 📋 What Form U-2A is, who must sign it, and how it connects to Form U-2
- 🖊️ How to fill out every blank on the resolution and the certificate, line by line
- 👤 Three full, named walkthrough examples for common filing situations
- 📨 How to file it through the EFD system or by mail, with fees and proof-of-filing tips
- ⚠️ The exact mistakes that get filings rejected and how to dodge each one
The version covered here is the current NASAA Uniform Corporate Resolution (U-2A), which appears as page 4 of the combined U-2 packet stamped Consent to Service (R/6/2016). Confirm you have this version before you start.
What the Form Is and Who Must File It
Form U-2A is a corporate resolution, not a registration application by itself. It records that the company’s board passed a resolution allowing named officers, such as the President, any Vice President, the Secretary, or any Assistant Secretary, to qualify or register the company’s securities for sale in various jurisdictions. The form then has an officer certify that the resolution is real, was properly adopted, and is still in force. The North American Securities Administrators Association, known as NASAA, publishes it as a uniform document so one standard form works across many states.
The filer is almost always a corporation raising money through a securities offering, often a startup or growth company doing a Regulation D private placement that requires state “notice” filings. The person who actually signs is usually the company’s Secretary or Assistant Secretary, because that officer is the keeper of the corporate records and meeting minutes. In practice, securities counsel or a paralegal prepares the form, and a corporate officer signs it.
You must file Form U-2A whenever a state securities administrator asks for proof of corporate authority alongside a securities filing. Not every state demands it, and some accept it only with Form U-2 or a Form D notice. Because it ties to the company’s board, only entities organized as corporations use U-2A. Partnerships, LLCs, and individuals rely on Form U-2 and other authority documents instead, since they have no “board of directors” to pass this exact resolution.
Before You Start: Documents and Information You Need
Gather everything below before you open the form, because a single missing detail, like the precise board meeting date, can force you to redo the certificate and re-collect a signature. Having these items ready also keeps the corporate name and officer titles consistent across U-2A, Form U-2, and your state filings.
- Exact legal name of the corporation. It must match your charter and your Form U-2 word for word, or a state may reject the package for a name mismatch.
- State of incorporation. You need the precise state whose laws the company is “organized and existing under,” because the certificate states this directly.
- Board resolution or meeting minutes. You need the real resolution authorizing the securities filing, since the certificate swears the attached copy is “true and correct.”
- Date the board adopted the resolution. The certificate asks for the day, month, and year of the meeting; a wrong date can be treated as a false certification.
- Confirmation a quorum was present. The certificate states a quorum “was at all times present and acting,” so confirm the minutes show this.
- Name and title of the certifying officer. This is usually the Secretary or Assistant Secretary; you must know the exact title to fill the blank.
- Corporate seal, if your company uses one. The form has a (CORPORATE SEAL) notation; many modern companies skip it, but having it avoids questions.
- The companion Form U-2 and your list of target states. You need to know which jurisdictions you are filing in so the resolution and consent line up.
- State-specific filing fees and instructions. Fees vary by state and by filing type, so confirm each state’s amount and method before you submit.
Where to Get the Form and How to Access It
The official source is NASAA, which hosts the Uniform Corporate Resolution (U-2A) on its uniform forms library. The most current copy is bundled as the last page of the combined Form U-2 packet, the PDF marked Consent to Service (R/6/2016), which you can download directly from the NASAA U-2 packet. Always start at the agency source so you know the form has not been altered.
Many state securities regulators also reprint the same uniform form on their own sites. For example, you can pull the combined consent and resolution from the Tennessee securities form page or the Oklahoma securities form page. These state copies are the same NASAA document, so use them when a particular state directs you to its version.
You can complete the form two ways. You can print it and fill it by hand or typewriter, then sign in ink. Or you can complete it as a PDF, type the entries, and apply a signature, which is common when you file electronically. If your offering is a Regulation D notice, you will often upload the signed PDF through the Electronic Filing Depository system that NASAA operates for state filings. Keep both a clean blank copy and your final signed copy for your records.
Step-by-Step: How to Fill Out Form U-2A Line by Line
Form U-2A has two parts: the Resolution block at the top, which is mostly preprinted, and the Certificate block at the bottom, where you fill the blanks and sign. Work through them in the order they appear. Use the exact wording on the official form, and italicize nothing on the real form; the italics in this guide only show you sample entries.
1. “Uniform Form of Corporate Resolution Of” — Name of Corporation
This is the first blank, sitting under the heading and above the line marked (Name of Corporation). It asks for the full legal name of the company whose board passed the resolution.
To answer it, write the corporation’s exact legal name as it appears on its charter or articles of incorporation. Use the full name, including words like Inc., Corp., or Corporation, and match the spelling and punctuation to your other filings.
For example, a Delaware software company would write Brightwave Analytics, Inc. on this line.
If your company recently changed its name or uses a “doing business as” name, use only the current legal name on the charter, not the trade name. The board acts under the legal entity, so that is the name that controls.
A common mistake here is entering a shortened or marketing version of the name, such as Brightwave instead of Brightwave Analytics, Inc. This can cause a state to reject the package for a name mismatch against your Form U-2 or Form D, which delays your offering.
People often think this name can differ slightly from the consent form because “everyone knows the company.” Regulators match documents by exact text, so any difference can trigger a hold.
2. The RESOLVED Paragraph (Preprinted Body)
This long paragraph is already printed on the form, and you do not fill in any blanks here. It states that the board finds it desirable to qualify or register the company’s securities for sale and authorizes the President or any Vice President and the Secretary or an Assistant Secretary to act.
To “answer” it, you simply read it and make sure it matches the resolution your board actually adopted. If your board’s real resolution uses different language, you must attach that true resolution, because the certificate later swears the copy is accurate.
For example, if Brightwave Analytics, Inc. adopted a resolution with this exact NASAA wording, the officers named can sign state securities papers without any further board action.
A common edge case is a board that authorized only specific officers, such as the Chief Financial Officer, by name. If your real resolution names different people than the preprinted text, do not just rely on the form; attach the actual resolution so the authority lines up.
A frequent mistake is editing the preprinted paragraph to add officers. Changing the uniform text can make a reviewer question whether this is the standard NASAA form, which can slow review.
Many filers believe this paragraph alone grants the authority. It does not; the authority comes from the board’s adopted resolution, and this form only records and certifies it.
3. Certificate — “The undersigned hereby certifies that he or she is the ___ of”
This blank, the first in the CERTIFICATE section, asks for the title of the officer who is signing and certifying the resolution. The current form reads “he or she is the ___,” leaving room for any qualifying officer’s title.
To answer it, enter the certifying officer’s exact corporate title. This is usually Secretary or Assistant Secretary, because that officer keeps the minute book and can swear to the resolution.
For example, the company’s secretary would write Secretary so the line reads “the undersigned hereby certifies that he or she is the Secretary of.”
If your company has only one officer wearing several hats, use the title under which that person actually holds the records, such as Assistant Secretary. The title must be one the bylaws recognize.
A common mistake is leaving this blank empty or writing a vague label like Officer. A blank or unclear title can make the certification look invalid, since the state cannot tell who is swearing to the resolution.
Some filers think the President should always sign the certificate. The certificate is a records certification, so the Secretary or Assistant Secretary is the natural signer, even though the resolution itself names the President among the authorized officers.
4. Certificate — Name of the Corporation (Second Reference)
Right after the title blank, the certificate repeats “of ___, a corporation.” This second blank asks again for the full legal name of the corporation.
To answer it, enter the identical legal name you used in the first blank at the top of the form. Consistency between the two name fields is the whole point of this repeat.
For example, the line would read “of Brightwave Analytics, Inc., a corporation organized and existing under the laws of.”
If you abbreviated or expanded the name anywhere else, fix it so both name fields and your Form U-2 all read the same. One controlling spelling should appear everywhere.
A common mistake is typing the name two different ways in the two blanks, such as Brightwave Analytics Inc in one spot and Brightwave Analytics, Inc. in the other. Even a missing comma can prompt a reviewer to question the filing.
People assume a small punctuation difference is harmless. In securities filings, document matching is strict, and inconsistencies can cause avoidable delays.
5. Certificate — State of Incorporation
This blank completes the phrase “organized and existing under the laws of the State of ___.” It asks for the single state whose laws govern the corporation.
To answer it, write the state where the company is incorporated, not where it does business or where it is filing the offering. Spell out the state name in full.
For example, a company incorporated in Delaware writes Delaware, even if it operates in California and is filing in ten states.
If your company is incorporated outside the United States, this NASAA corporate resolution is built for domestic corporations, so confirm with counsel whether U-2A applies or whether the state wants a different authority document. Many foreign issuers handle authority through Form U-2 signatures instead.
A common mistake is entering the state of the principal office or a target sales state. That misstatement makes the certificate inaccurate, and an inaccurate certificate can be treated as a defective filing.
Filers sometimes think this should be the state they are selling into. It is always the state of incorporation, because the certificate is about the entity’s legal existence, not the sale.
6. Certificate — Date the Resolution Was Adopted (Day, Month, Year)
These three small blanks complete “a resolution duly adopted at a meeting of the Board of Directors of said corporation held on the ___ day of , .” They capture the exact date the board passed the resolution.
To answer them, enter the day, the month, and the year of the board meeting, taken straight from your minutes. Write the day as a number, the month by name, and the full year, for example 14th day of March, 2026.
For example, if the board met on March 14, 2026, the line reads “held on the 14th day of March, 2026.”
A common edge case is a board that acted by unanimous written consent rather than a live meeting. The form says “at a meeting,” so if your board used written consent, talk to counsel; many filers attach the written consent and adjust the certificate language to describe it accurately rather than claim a meeting that never happened.
A common mistake is guessing the date or using the date you fill out the form instead of the actual adoption date. A false meeting date undermines the certification and can expose the signer to liability for a false statement.
People often think any recent date is fine. The date must be the true adoption date in the minutes, because the certificate swears it is accurate.
7. Certificate — Quorum and Legality Language (Preprinted)
This part of the certificate is preprinted and states that “a quorum was at all times present and acting,” that “the passage of said resolution was in all respects legal,” and that the resolution “is in full force and effect.” You do not fill blanks here, but you are certifying these facts when you sign.
To handle it, confirm each statement is true before signing. Check the minutes to verify a quorum was present, that the vote followed your bylaws, and that the resolution has not been amended or revoked.
For example, Brightwave Analytics, Inc. would confirm its three-director board had at least the quorum its bylaws require present throughout the vote.
An edge case is a resolution later modified. If the board changed the resolution after adoption, the “in full force and effect” line may be wrong, so update or re-adopt before certifying.
A common mistake is signing without checking that a quorum truly existed. If no quorum was present, the resolution may be invalid, and the certificate becomes a false statement that can void the authority.
Filers sometimes treat this language as boilerplate to ignore. It is a sworn certification, and signing it makes you responsible for its truth.
8. Certificate — “Dated this ___ day of , ” (Date of Signing)
These blanks capture the date you sign the certificate, which is usually later than the board meeting date. They complete “Dated this ___ day of , .”
To answer them, enter the actual date you sign the form, using the day as a number, the month by name, and the full year. This may differ from the resolution adoption date, and that is normal.
For example, if the secretary signs on April 2, 2026, the line reads “Dated this 2nd day of April, 2026.”
An edge case arises when you prepare the form well before filing. Sign and date it close to the filing date so the certification reflects a current “in full force and effect” status.
A common mistake is copying the board meeting date into this blank. The signing date and the adoption date serve different purposes, and reusing the same date can confuse a reviewer about when the certification was made.
People sometimes leave this date blank, thinking the meeting date covers it. An undated certificate looks incomplete, and a state may reject it as unsigned or unexecuted.
9. Certificate — Corporate Seal
The form shows a (CORPORATE SEAL) notation near the signature, inviting the company to apply its seal. Many companies no longer keep a seal, and most states do not strictly require one for this form.
To handle it, apply the embossed or stamped corporate seal if your company uses one. If you have no seal, you can leave it off, since the signature and title carry the certification.
For example, an older corporation might emboss its seal beside the signature, while a new startup simply skips it.
An edge case is a state that prefers a seal for paper filings. If a regulator asks, you can apply the seal or provide a statement that the company keeps no corporate seal.
A common mistake is delaying a filing to hunt for a seal you do not need. This wastes time, because the seal is not the source of the authority.
Filers sometimes believe the form is invalid without a seal. The certification rests on the officer’s signature and title, not the seal, in nearly all cases.
10. Certificate — Signature, Name, and Title
This final block has a signature line followed by Name ___ and Title ___. It is where the certifying officer signs and identifies who they are.
To answer it, sign on the signature line, print the officer’s full name on the Name line, and print the exact title on the Title line. The title should match the title you entered in the first certificate blank.
For example, the block reads with a signature, then Name: Jordan Reyes and Title: Secretary.
An edge case is electronic filing. Per the form instructions, when you file electronically you may type the name in the signature field, which counts as a legally binding signature, but you must manually sign an original first and keep it for five years.
A common mistake is having the wrong person sign, such as an outside lawyer rather than a corporate officer. Only an authorized officer can certify the corporate records, so the wrong signer can invalidate the filing.
People often think a printed name alone is enough on paper filings. A paper U-2A needs an actual signature; the printed name lines exist to identify the signer, not to replace the signature.
Three Filled-Out Examples Using Real Scenarios
Below are three named filers completing Form U-2A for the most common situations. Each table shows the key entries that go on the form. The sample entries are italicized to separate them from the form’s printed text.
Example 1: Delaware C-Corp Doing a Multi-State Reg D Offering
Jordan Reyes is the Secretary of Brightwave Analytics, Inc., a Delaware corporation raising $5 million in a Regulation D round and filing notices in twelve states.
| Form Section | What Jordan Enters |
|---|---|
| Name of Corporation (top) | Brightwave Analytics, Inc. |
| Certifying officer title (first blank) | Secretary |
| Corporation name (certificate) | Brightwave Analytics, Inc. |
| State of incorporation | Delaware |
| Resolution adoption date | 14th day of March, 2026 |
| Quorum/legality language | Reviewed and confirmed true |
| Date signed | 2nd day of April, 2026 |
| Corporate seal | Left off (company keeps no seal) |
| Name | Jordan Reyes |
| Title | Secretary |
Example 2: Nevada Startup Registering in a Few States
Aisha Khan is the Assistant Secretary of Sierra Mobile Labs, Inc., a Nevada startup filing in three western states for an offering authorized by written board action.
| Form Section | What Aisha Enters |
|---|---|
| Name of Corporation (top) | Sierra Mobile Labs, Inc. |
| Certifying officer title (first blank) | Assistant Secretary |
| Corporation name (certificate) | Sierra Mobile Labs, Inc. |
| State of incorporation | Nevada |
| Resolution adoption date | 9th day of January, 2026 |
| Quorum/legality language | Confirmed via board minutes |
| Date signed | 15th day of January, 2026 |
| Corporate seal | Applied embossed seal |
| Name | Aisha Khan |
| Title | Assistant Secretary |
Example 3: Out-of-State Corporation Qualifying in One New State
Marcus Bell is the Secretary of Coastal Freight Holdings, Inc., a Florida corporation qualifying a small securities offering in a single new state.
| Form Section | What Marcus Enters |
|---|---|
| Name of Corporation (top) | Coastal Freight Holdings, Inc. |
| Certifying officer title (first blank) | Secretary |
| Corporation name (certificate) | Coastal Freight Holdings, Inc. |
| State of incorporation | Florida |
| Resolution adoption date | 3rd day of February, 2026 |
| Quorum/legality language | Verified quorum present throughout |
| Date signed | 5th day of February, 2026 |
| Corporate seal | Left off |
| Name | Marcus Bell |
| Title | Secretary |
How to File the Completed Form U-2A
Form U-2A is rarely filed alone. You file it with each state that requires proof of corporate authority, almost always alongside Form U-2 and your state securities filing. Because requirements differ by state, check each target state’s rules before you send anything.
Electronic filing (EFD). For Regulation D and many state notice filings, you upload the signed PDF through the Electronic Filing Depository at efdnasaa.org. You select your states, upload documents, and pay state fees by credit card or ACH. Processing is often immediate to a few business days, and your proof of filing is the EFD confirmation receipt, which you should download and save.
Mail filing. When a state takes paper, mail the signed original to that state’s securities administrator at the address listed in the state’s rules. The form instructions advise sending it by registered or certified mail, postage prepaid, return receipt requested, so you have proof of delivery. Include the exact filing fee the state requires, since the instructions say each filing “must be accompanied by the exact filing fee, if any.”
In person or by fax. A few state offices accept walk-in or fax delivery, though this is uncommon for securities filings. If you use these, confirm the office accepts them, ask for a date-stamped copy as your proof, and pay by the method that office accepts, often check or money order.
Fees are set by each state, not by NASAA, and they vary widely by offering type and amount. Form U-2A itself carries no separate national fee. Confirm the current fee on the state regulator’s site, such as the Massachusetts uniform forms page, before you submit, and keep a copy of every payment receipt.
What Happens After You File
After filing, the state securities administrator reviews your package to confirm the signer had authority and the documents match. If everything lines up, the state accepts the consent and resolution and processes your related securities filing. Through EFD, acceptance often appears as a status update on your dashboard within days.
If a reviewer spots a problem, such as a name mismatch, a missing date, or an unsigned certificate, the state issues a deficiency notice. You then correct and refile, which can delay the offering and, in some states, your sales timeline. This is why accuracy on the front end matters.
Once accepted, the consent to service of process stays in effect, since Form U-2 is irrevocable as to past sales. Keep your filed copies, the EFD receipts, and the signed original for at least five years, because the form instructions require issuers to retain originals and produce them on request from the administrator.
Mistakes to Avoid When Filling Out the Form
Each error below is small on paper but can stall a multi-state offering. Watch for these specific problems.
- Mismatched corporate name across forms. A name that differs from your Form U-2 can trigger a rejection for inconsistent filings.
- Using a trade name instead of the legal name. The board acts as the legal entity, so a “doing business as” name can invalidate the certification.
- Wrong state of incorporation. Listing a sales state or office state makes the certificate inaccurate and the filing defective.
- Guessing the board meeting date. A false adoption date can be treated as a false certification and expose the signer to liability.
- Confusing the signing date with the meeting date. Reusing one date for both can confuse reviewers about when you certified the resolution.
- Leaving the officer title blank. Without a title, the state cannot confirm who is swearing to the resolution, so it may reject the form.
- Letting the wrong person sign. An outside lawyer or non-officer cannot certify corporate records, which voids the certification.
- Certifying a quorum that was not present. If no quorum existed, the resolution is invalid and the certificate becomes a false statement.
- Editing the preprinted resolution text. Altering the uniform language can make reviewers doubt it is the standard NASAA form.
- Forgetting to attach the real resolution when needed. If your board’s actual resolution differs, omitting it breaks the “true and correct copy” certification.
- Skipping the signature on a paper filing. A printed name without a signature can be treated as an unexecuted, invalid form.
- Paying the wrong fee. The instructions require the exact state fee, and an incorrect amount can bounce the filing back.
Do’s and Don’ts
Do:
- Do match the legal name everywhere, because regulators reject filings with inconsistent corporate names.
- Do pull the meeting date from real minutes, since the certificate swears the date is accurate.
- Do confirm a quorum before signing, as a missing quorum invalidates the underlying resolution.
- Do have a corporate officer sign, because only an authorized officer can certify the records.
- Do keep the signed original five years, since the instructions require issuers to retain and produce it on request.
- Do verify each state’s fee and method, because fees vary and the exact amount is required.
Don’t:
- Don’t use a marketing or short name, as a name mismatch delays the whole offering.
- Don’t enter the sales state as the state of incorporation, because that makes the certificate false.
- Don’t reuse the meeting date as the signing date, since the two dates serve different purposes.
- Don’t edit the preprinted resolution paragraph, as changes can make reviewers question the form.
- Don’t sign if any certified statement is untrue, because you are personally certifying its accuracy.
- Don’t file without saving proof, since you may need the EFD receipt or certified-mail record later.
Pros and Cons of Filing on Your Own vs. With Help
Some companies prepare U-2A in-house, while others use securities counsel. Here is how the two paths compare.
Pros of filing on your own:
- Lower cost, because you avoid legal fees for a relatively short form.
- Faster turnaround, since you control the timing rather than waiting on an attorney.
- Direct knowledge of your minutes, which makes the date and quorum entries easy to confirm.
- Simple for single-state filings, where the requirements are limited and clear.
- Builds internal process, so your team learns the workflow for future offerings.
Cons of filing on your own:
- Higher error risk, because small mismatches can get the package rejected.
- Missed state nuances, since each state’s rules and fees differ and change.
- Liability exposure, as a false certification can fall on the signing officer.
- Coordination gaps, because U-2A must align with Form U-2 and your Form D notice.
- Time spent learning rules, which can outweigh the cost of professional help on complex deals.
Form U-2 vs. Form U-2A: How They Differ
These two forms are filed together but do different jobs. The table shows the key differences.
| Feature | What It Means |
|---|---|
| Form U-2 purpose | Appoints state officers to receive legal process for the company |
| Form U-2A purpose | Certifies the board resolution authorizing officers to file securities papers |
| Who signs U-2 | The issuer’s principal executive or financial officer |
| Who signs U-2A | Usually the Secretary or Assistant Secretary |
| Entity types for U-2 | Corporations, partnerships, and other organizations |
| Entity types for U-2A | Corporations only, since it relies on a board of directors |
| Core function | U-2 is a consent; U-2A is a proof of authority |
Key Agencies, Statutes, and Related Forms
Several entities and documents interact with Form U-2A, and knowing each role helps you file correctly. NASAA publishes the uniform form so it works across states, but it does not receive filings itself. State securities administrators, named on Form U-2, are the regulators who actually accept and review your filing under each state’s blue sky law.
State blue sky statutes are the laws requiring registration or notice for securities sold in a state, and ignoring them can lead to rescission rights for investors and enforcement actions. For example, a company that sells stock in a state without the required filings may have to offer buyers their money back. Many filers wrongly believe a federal Regulation D exemption removes all state duties; states still require notice filings and, where applicable, documents like U-2A.
Form D is the federal notice filed with the SEC for Regulation D offerings, and it often triggers the parallel state notice filings where U-2 and U-2A appear. The Electronic Filing Depository is the NASAA system that routes those state filings and fees. Skipping EFD where a state mandates it can leave your offering out of compliance in that state.
Recap of How Authority and Certification Connect
The resolution and the certificate work as a pair, and courts and regulators treat the certificate as a sworn statement. The resolution grants the officers authority, and the certificate proves that grant is genuine and current. If either piece is wrong, a state can treat the whole authority showing as defective.
For example, if Coastal Freight Holdings, Inc. certifies a resolution that the board later revoked, the “in full force and effect” statement is false, and the state can reject or unwind the filing. A common misconception is that signing the form creates the authority. The authority comes from the board, and the form only records and certifies it, so the underlying corporate action must be valid first.
FAQs
Do I have to file Form U-2A in every state?
No. Only states that require proof of corporate authority for your securities filing need it, and requirements vary, so check each target state’s rules before filing.
Is Form U-2A the same as Form U-2?
No. Form U-2 is the consent to service of process, while Form U-2A is the corporate resolution certifying officer authority; they are filed together but do different jobs.
Can an LLC use Form U-2A?
No. Form U-2A relies on a board of directors, so it is built for corporations; LLCs and partnerships use Form U-2 and other authority documents instead.
Do I write “Secretary” or “President” in the first certificate blank?
Yes, usually Secretary or Assistant Secretary, because that officer keeps the corporate records and can certify the resolution, even though the resolution also names the President.
Should the state of incorporation be where I am selling securities?
No. Enter the state where the company is incorporated, not a sales state or office location, because the certificate is about the entity’s legal existence.
Is the corporate seal required on Form U-2A?
No. Most companies and states do not require a seal; the officer’s signature and title carry the certification, so you may leave the seal off if you have none.
Can I type my signature for an electronic filing?
Yes. Per the form instructions, a typed name in the signature field is legally binding for electronic filings, but you must manually sign an original first and keep it five years.
Does the signing date have to match the board meeting date?
No. The signing date is usually later than the meeting date, and you should enter the actual date you sign in the “Dated this” blank.
Do I need to attach the actual board resolution?
Yes, if your board’s real resolution differs from the preprinted text, because the certificate swears the attached copy is true and correct.
Is there a separate fee just for Form U-2A?
No. The form itself has no national fee; states set fees for the overall filing, so confirm the exact amount with each state regulator before submitting.
Can my outside attorney sign the certificate for the company?
No. Only an authorized corporate officer, typically the Secretary or Assistant Secretary, can certify the records; an outside lawyer signing can invalidate the filing.
What happens if I list the wrong meeting date?
No, that is not acceptable; a false adoption date can be treated as a false certification, which can void the authority and expose the signer to liability.
Can I file Form U-2A by mail instead of online?
Yes, where a state accepts paper; mail the signed original by certified mail with the exact fee, and keep your return receipt as proof of filing.
Does a federal Reg D exemption remove the need for U-2A?
No. States still require notice filings and, where applicable, authority documents like U-2A, even when your offering relies on a federal Regulation D exemption.
Related reading
- How to Fill Out Massachusetts Securities Broker-Dealer Registration + FAQs
- How to Fill Out NASAA Form U-1 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-2 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-4 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-6 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-7 (w/Examples) + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs