Corporate Resolution Template

How Do You Write a Corporate Resolution?

Reserve resolutions for important decisions, do not create this document for day-to-day business transactions such as minor monetary operations with your suppliers and customers, hiring or firing employees, or ordering expendable materials or equipment for your office or store. It is required to prepare a Corporate Resolution Form in the following circumstances:

• Annual general meeting of shareholders where all of them interact and try to solve issues of the corporation;
• Deciding which officers and members have the ability to sign agreements on behalf of the corporation;
• Issuance of shares to existing or new shareholders;
• Approval of a real estate purchase or lease;
• Adoption of new stock options and retirement plans;
• Authorization of large loans and credits. You can create a Corporate Resolution to borrow funds from a specific financial institution;
• Disputes between main officers of the corporation.

Corporation members can perform legally-binding actions and maintain resolutions with the official records of the organization. Follow these steps to draft your own Corporate Resolution:

1. Write down the business name of your corporation. You can add its logo and legal identification (physical and mailing addresses, to make it not only official but instantly recognizable.
2. Add a description of your meeting - its date, time, and location. List everyone present during the discussions.
3. State all the resolutions introduced and approved during the meeting and enter their detailed descriptions. They must be presented separately. You can also record the results of the vote - the voting can be unanimous or you can simply do as the majority of directors or shareholders say.
4. Certify the information in the resolution is true and correct; date and sign the document.

Once the document is signed and all corporate formalities are observed, you can file it with other official records of the corporation. A Corporate Resolution becomes a part of the guiding principles of your organization, and you will be able to refer to it when similar issues or matters arise in the future.

Who Needs to Sign a Corporate Resolution?

Ideally, a Corporate Resolution must be prepared, printed out, and signed by the entire board of directors or group of shareholders. However, for a variety of reasons, not all of them can be present at a meeting where a new resolution is composed, especially if the corporation convenes an unscheduled meeting. In this case, it is enough to obtain signatures of individuals who attended a meeting and participated in the decision-making process. As long as you secured the attendance of a voting quorum in accordance with your bylaws, you can proceed with making resolutions and sign them once the issue has been discussed. Still, it is highly recommended that the chairman, corporate secretary, and corporate treasurer appear in person at the meeting to be aware of the resolution and veto its implementation if they need to.

Related Templates and Forms:

• Corporate Bylaws;
• Certificate of Incorporation;
• Articles of Incorporation.