Corporate Resolution of Directors
Reviews
What is a corporate resolution template?
A corporate resolution template is a corporate document used by a company’s board of directors to record formal decisions or actions taken on behalf of the company. This document could be used:
- to open a bank account for a company;
- to approve major transactions (e.g., acquisition or sale of real estate);
- to borrow money or take a loan;
- to issue new stocks;
- to appoint the new company’s officers, etc.
The present sample resolution of board of directors provides a clear legal framework to document board approvals, authorizations, and corporate decisions. The document is used when a decision is adopted without a board of directors meeting.
The present sample resolutions for board of directors could be used for various types of businesses, including startups, as well as for different types of companies, including limited liability companies or corporations.
What to include in a template for corporate resolution?
A corporate resolution template is an internal company’s document, therefore there is no effective law defining the document’s exact structure. Below we made a list of the most common clauses a comprehensive corporate resolution form template must have.
- Identification Details. This section must record the date of passing the resolution, the name of the company, and the state of a company’s incorporation.
- Recitals. Every sample board of directors resolution template must reflect the terms and conditions for passing and approving the resolution. Usually those conditions include (1) confirmation of the legal powers of a board of directors to make a resolution without a meeting and (2) reference to the exact clause in a company’s bylaws or other internal document allowing resolution without a meeting.
- Resolution Details. This section is the heart of every board of directors resolution. The content of that section directly depends on the nature of the adopted decisions. For instance, if it is a corporate banking resolution template, you shall include the name of a banking institution and its address. When you draft a resolution to authorize a certain transaction, you should include a description of the transaction, its amount, and the names of the third parties involved.
- Effect. The text of corporate resolution templates must reflect the exact date on which the decision shall become effective. This could be the date of signing the document or any other date in the future.
- Signatures. A board of directors resolution format usually requires the final document to be signed. The list of persons who have a right to sign a corporate resolution template varies depending on the company. It may authorize a company’s secretary, CEO, or any of the directors to sign a resolution. To find the exact person with the authority to sign, you should check the text of a company’s bylaws, articles of organization, or articles of incorporation.
- Keep a Record. Once a template for corporate resolution is ready and signed, a company shall keep it for its internal records. In certain cases, a company’s bylaws require further approval of a board of directors resolution of a shareholder’s meeting. If this is the case, board of directors must call a meeting of shareholders immediately.
How to customize board of directors resolutions at FasterDraft?
To get customized templates, follow a few easy steps given below:
- Click the “Create Document” button.
- Answer simple questions in the form.
- Select a template’s format—corporate resolution sample PDF or Word.
- Make a payment.
- E-sign, download, print, and keep board of directors resolutions for the period of time defined in a company’s bylaws.
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Frequently Asked Questions (FAQ)
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1. Is board of directors resolution legal?
A board of directors resolution form is the only legal method to record decisions made by the board of directors. This is a valid and fully acceptable legal tool that is being used by companies of all sizes and types across the U.S.
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2. What is the difference between minutes of the meeting and a corporate resolution template?
Minutes are signed after the board of directors meeting takes place. Contrary to that, a board of directors resolution sample is used to record decisions of the board of directors without taking a formal meeting.
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3. Is a corporate resolution required?
Yes, having corporate resolution templates for resolution of board of directors without a meeting is mandatory. Once a board of directors adopts a certain resolution, it shall be properly recorded and documented.
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