Guide and template for CTOs, COOs and other officers

Board of Directors Resolution

For founders who hold a role other than CEO, such as CTO, COO or VP of Sales. Appoint your Board of Directors and place your role under its authority, and we email you the PDF with instructions for getting it signed.

Are you the CEO? Use the CEO version

1Company

Letterhead, printed at the top of the page. Everything here is optional.

2Directors

Director 1 is the visa beneficiary. Their title is the one the resolution uses, so write it in full, for example Chief Technology Officer (CTO) & Director. If they are the CEO, use the CEO version. The other directors form the rest of the Board. Each person is appointed to the Board and gets a signature line.

Director 1
Director 2
Director 3

3Board authority

The resolution calls Director 1 "the Chief Technology Officer (CTO)", then "the CTO". To change that, edit Director 1's title in step 2. This version does not list their duties. It says they serve at the direction of the Board, with the duties customary for their position, so it stays consistent with the job description in the rest of the petition.

One item per line.

4Dates

Leave empty to print blanks and write the date in at signing.

5Email the PDF

We email the finished PDF to you, with step-by-step instructions for getting it signed and a message you can forward to the other directors. We do not contact your directors.

By sending, you agree Compass Visas may contact you about it. This template is not legal advice.

Who can serve as the other directors on the Board?

Director 1 is the visa beneficiary. The other directors are there to form the rest of the Board, so the company is governed by a Board and not by one person. They do not need to:

  • Be on payroll or receive any compensation from the company.
  • Own any shares or other equity in the company.
  • Work in the company day to day.
  • Live in the United States. They can be located anywhere in the world.
  • Be experts in your company's field.

Family members can serve as directors. Be aware that the government may look more closely at directors who share a last name with the beneficiary, if it is not convinced there is a true employer-employee relationship between the company and the beneficiary.

How it works

  1. 1

    Enter your company

    Add the legal name, state of incorporation and entity type. A logo, address and contact details are optional and appear as the letterhead.

  2. 2

    List the directors

    Director 1 is you, with your full title, such as Chief Technology Officer (CTO) & Director. Add at least two other directors to form the rest of the Board.

  3. 3

    Set the Board authority

    Edit what the Board keeps authority over. Your title updates throughout the document. Your duties are described generally, not listed.

  4. 4

    Get it signed

    We email you the PDF with step-by-step signing instructions and a message to forward to your directors. Each director signs above their name.

Common questions

Why does this version not list my duties?
Your duties are already described in your offer letter, support letter and the rest of your petition. Listing them again in a corporate resolution creates a second description that can drift out of line with the first. This version says you serve at the direction of the Board, with the duties customary for your position, and keeps the focus on the Board's authority over your employment.
What is a board resolution appointing directors?
It is a written record that a corporation has formally appointed the members of its Board of Directors and set out what the Board decides and what the officers decide. Corporations keep it with their corporate records alongside the bylaws and minutes.
Why do founders need one for a visa petition?
When a founder is sponsored by a company they own, USCIS often looks for evidence that the company, and not the founder alone, controls the employment. A Board that can supervise, evaluate and remove the officer is one common way to document that. Whether it is enough depends on the visa type and the facts of your case, so review it with your immigration attorney.
Who can serve as the other directors on the Board?
Director 1 is the visa beneficiary. The other directors form the rest of the Board, so the company is governed by a Board and not by one person. They do not need to be on payroll or receive compensation, own equity in the company, or work in the company day to day. They can live anywhere, including outside the United States, and they do not need to be experts in your company's field. Family members can serve as directors. Be aware that the government may look more closely at directors who share a last name with the beneficiary, if it is not convinced there is a true employer-employee relationship between the company and the beneficiary.
How many directors should the Board have?
We strongly advise at least three: the beneficiary and two other directors. A Board of one is the beneficiary acting alone, which does little to show that the company controls their employment.
Who should sign the resolution?
Every director listed in the resolution, including the beneficiary, signs on the line above their name. We email the PDF only to you. You forward it to the other directors, who can print and sign in ink or sign on screen in a PDF reader. Collect all the signatures on one copy and keep it with your corporate records.
Is this legal advice?
No. This is a template to start from. Your bylaws, state law and cap table may require different wording or approvals, so have an attorney review it before you rely on it.
What does it cost?
Nothing. The template is free. We email the PDF to you, and Compass Visas may follow up with you by email.

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