A Corporate Resolution is a formal written record of actions taken by a corporation's board of directors or shareholders. Use this template to document decisions such as authorizing officers, opening bank accounts, approving contracts, or delegating authority. It is appropriate for regular or special meetings and for creating a corporate minute entry that evidences official corporate action. This template includes standard recitals, specific 'Resolved' clauses for common corporate actions, authorization and signature blocks, a certification by the corporate secretary, and governing law language. Customize the placeholders (e.g., [CORPORATION NAME], [DATE], [OFFICER NAME], [STATE]) to reflect your corporation's details and the specific authority or transaction being approved.
Corporate Resolution
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What is a Corporate Resolution?
A corporate resolution is a written record of a decision formally approved by a corporation’s board of directors or shareholders. It documents the authority and details of specific corporate actions so banks, regulators, and counterparties can rely on the corporation’s authorization. Businesses use resolutions to prove that officers or agents are empowered to act on behalf of the company.
Key Components
A legally effective Corporate Resolution must include the following elements:
- Title and identification of the corporation (name, state of incorporation, and corporate ID if applicable)
- Meeting details and quorum statement (date, time, location, and confirmation that a quorum was present)
- Resolved action(s) specifying exactly what is authorized (e.g., open account, execute contract, borrow funds, transfer assets)
- Delegation of authority naming officers or agents and the scope/limits of their power
- Vote record and approval language showing how directors or shareholders voted (including written consent if used)
- Certification/signature block with officer attestations, signature(s), and date (and corporate seal or notary if required)
When to Use This Template
- Opening or closing a corporate bank account and providing the bank with proof of who can sign checks and access funds
- Authorizing officers to enter into significant contracts, leases, or purchase agreements on behalf of the corporation
- Approving a loan, mortgage, or other financing that requires documented corporate approval and officer authorization
- Transferring or selling major corporate assets, real estate, or intellectual property where buyer needs evidence of corporate authority
- Issuing or transferring stock, appointing new officers, or documenting major corporate governance actions after a board meeting
Frequently Asked Questions
What is a corporate resolution used for?
A corporate resolution documents formal approval of a specific corporate action and identifies who is authorized to carry it out. Third parties like banks, buyers, and lenders use it as proof that the corporation legitimately authorized the activity.
Do all corporations need a corporate resolution?
Not every routine action requires a written resolution, but most significant transactions—loans, asset sales, opening accounts, or delegating authority—should be supported by a resolution. Maintaining resolutions in corporate records is a best practice for legal compliance and risk management.
How do I create and sign a corporate resolution?
A corporate resolution is typically drafted to state the action, meeting details, vote, and delegation of authority, then signed by the corporate secretary or an authorized officer. Follow state law and your bylaws for voting requirements and consider having the resolution certified or notarized when needed by third parties.
Can a corporate resolution be used to authorize a bank account?
Yes, banks commonly require a corporate resolution naming authorized signers and their authority before opening or changing business accounts. The resolution provides the bank with formal proof of who may access funds and execute transactions for the company.
Legal Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Consult a licensed attorney before signing any legal document.