What is a Corporate Resolution?
Corporate Resolutions record the major decisions taken by the corporation’s Shareholders or Board of Directors during a meeting. While not always required, it is a good idea to record your actions in the form of Corporate Resolutions because Resolutions show third parties that the actions were taken by and on behalf of the corporation. Some Corporate Resolution may be passed only by the Shareholders; others, only by the Board of Directors. Some must be passed by both groups.
A “corporate resolution” is a decision made by the Board of Directors of a Corporation. The decision is found in the minutes of a board meeting. The corporate resolution we need is the one that says who is authorized to sign legal documents (i.e. contracts) on behalf of the corporation. This may be a named person or a titled position (i.e. president, vice president, etc.), or any number of other individuals. We need to know who is able to sign contracts for your company. Note: If your firm is not incorporated, a letter to us stating who can sign documents will work also.
Corporate resolutions are documents that are prepared and approved by the Board of Directors of a given corporation. One of the key elements contained in any corporate resolution is a listing of individuals who are authorized to conduct specified actions on behalf of the company. When structured according to the specifications identified by the jurisdiction where the resolution is incorporated, a corporate resolution is considered to be a legally binding action until it is amended by further action on the part of the board. While the exact structure of a corporate resolution will vary based on local laws and the overall structure of the corporation, there are a few basics that are always present. First, the individuals named within a corporate resolution are granted the ability to assign, sell, and transfer securities issued by the corporation, within the terms and conditions that are associated with those securities. Second, the resolution is usually not a standing document. That is,
A corporate resolution can be something as simple as an action item that is debated, voted and recorded in the corporate minutes. But in general, a corporate resolution refers to a document that outlines the details of a resolution to take action to sell shares, to bid on a project, to make a purchase offer, etc. In the resolution, a company officer is identified as the person who will act on behalf of the company, and who is empowered to enter into a contract or activity on behalf of the company. The resolution is then signed by members of the board, witnessed, and is dated and marked with the company seal. Below is a generic Corporate Resolution.
