A corporate resolution is a formal legal document that records decisions made at a board meeting. It captures the action approved, the specific authority granted, and the signatures of directors who voted in favor. Banks, courts, and government agencies often require a certified copy before recognizing a corporate transaction.
Every resolution must include certain elements to be valid and enforceable under your company's governing documents:
Your company's bylaws may require a minimum number of directors to approve specific actions. Review those bylaws before finalizing any resolution to confirm the threshold was met.
Boards adopt resolutions to authorize a wide range of corporate actions. Common situations include:
When the board wants to delegate signing authority to a specific officer or employee, a corporate authorization resolution provides a precise delegation of authority. This document names the individual, their title, and the exact scope of what they are authorized to do.
A board resolution confirms that the company followed its required governance process before taking action. This protects the company and its directors from disputes about whether an action was properly approved. It also gives third parties the confidence to rely on the decision.
Banks, law firms, and government agencies may request a certified true copy of the resolution. A certified copy includes a declaration signed by a director or company secretary, confirming that the copy is accurate and complete. The resolution must also comply with the company's articles of incorporation and its bylaws.
A board resolution focuses on a single decision or authorized action. Meeting minutes record the full proceedings of a board meeting, covering all agenda items, discussions, and votes. Both are part of the company's official corporate records, but they serve different purposes.
If you need to document a full board meeting, a board meeting minutes template offers a structured format for capturing all discussions and motions. The resolution may then be adopted within the minutes or filed as a separate governance document.
Most legal and accounting advisors recommend keeping board resolutions permanently as part of the company's minute book. There is no universal rule, but resolutions that authorize major transactions should be retained indefinitely. They may be needed for audits, due diligence reviews, or legal proceedings years after the original decision was made.
Companies often need more than one type of resolution over time. A corporate resolution form template provides a reusable format for recurring or standard decisions. A form of corporate resolution offers a fill-in-the-blank structure that works for many different corporate actions. When a third party requires proof of authenticity, a corporate resolution certification confirms the document is a true and accurate copy.
| Question | Answer |
|---|---|
| Form Name | Board Resolution |
| Form Length | 1 pages |
| Fillable? | No |
| Fillable fields | 0 |
| Avg. time to fill out | 15 sec |
| Other names | corporate resolution template pdf, blank corporate resolution form, corporate resolution form pdf, directors resolution signing authority template |
