Corporate Resolution
Put a board or shareholder decision on the record in a clear, signed resolution, whether it was approved at a meeting or by written consent.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Corporate Resolution?
A corporate resolution is a written record of a formal decision made by a corporation's board of directors or its shareholders. It states what was decided, who approved it and when, and which officers are authorized to carry it out.
Resolutions are used for decisions that go beyond day-to-day management, such as opening a bank account, borrowing money, signing a major contract, buying or selling real estate, issuing shares, or appointing officers. Banks, title companies, lenders and government agencies often ask for a certified copy before they will deal with the corporation.
A resolution can be adopted at a properly called meeting with a quorum present, or, where the bylaws and state law allow, by written consent signed without a meeting. Keeping signed resolutions in the corporate minute book helps show that the corporation follows formal procedures, which supports the liability protection its owners rely on.
When to use it
- Your bank asks for a board resolution authorizing who may open accounts and sign checks.
- The board needs to approve a loan, lease, major contract or purchase of property.
- The directors or shareholders want to approve a decision without holding a formal meeting.
- You need to authorize a specific officer to sign documents on the corporation's behalf.
- You want a written record of a decision for the minute book, an auditor or a future buyer.
What is included
- Board or shareholder resolution, adopted at a meeting or by written consent
- Meeting details, quorum statement and optional vote count
- Optional recitals explaining the background of each decision
- One or more numbered resolutions in your own words
- Authorization of named officers to sign and carry out the decisions
- Optional ratification of actions already taken
- Signature blocks for each director or shareholder, or the chair and secretary
- Optional secretary's certificate for banks and other third parties
How to make your Corporate Resolution
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
What is the difference between a board resolution and a shareholder resolution?
A board resolution records a decision of the directors, who manage the corporation and approve most significant business actions. A shareholder resolution records a decision of the owners, which is usually required for fundamental changes such as electing directors, amending the articles, approving a merger or selling substantially all of the assets.
Does a corporate resolution need a meeting?
Not always. Most states let a board act by unanimous written consent without a meeting, and many let shareholders do the same. Some states allow shareholders to act by written consent with less than unanimous approval if the articles of incorporation permit it. If you adopt the resolution at a meeting, the meeting must be properly called and a quorum must be present.
Who signs a corporate resolution?
For a written consent, each director or shareholder giving consent signs it. For a resolution adopted at a meeting, the chair of the meeting and the secretary usually sign, and the secretary can add a certificate confirming the resolution is accurate and still in effect.
What is a secretary's certificate?
It is a short statement signed by the corporate secretary confirming that the attached resolution was properly adopted, has not been changed or revoked, and remains in effect. Banks and other third parties often ask for one before they rely on a resolution.
Does a corporate resolution need to be notarized?
Generally no. A resolution is an internal corporate record and is valid when properly adopted and signed. Some banks, foreign authorities or real estate transactions may ask for notarization or a corporate seal, so check what the recipient requires.
Can a resolution approve something that has already happened?
Yes. A ratification clause lets the board or shareholders approve and confirm actions that officers have already taken on the corporation's behalf, such as signing a contract before formal approval, to the extent those actions were within the corporation's powers.
Where should I keep corporate resolutions?
Keep signed originals in the corporation's minute book, together with meeting minutes, the articles of incorporation and the bylaws. Electronic records are generally acceptable if they are reliable and easy to retrieve.
Do LLCs use corporate resolutions?
LLCs make similar decisions but usually call them resolutions or written consents of the members or managers, governed by the operating agreement rather than bylaws. This form is designed for corporations.
