Corporate Resolution Format

A corporate resolution is a formal document that records the decisions made by a company’s board of directors. It is useful in both regulatory and dispute resolution purposes. But to be useful and valid, it must include certain information.

Do you know how to make a corporate resolution? What format do you need to follow?

A corporate resolution is a document that puts in an official manner the decisions made by the people responsible for leading a company – that is the board of directors. Official means a corporate resolution is a signed document. It is a piece of paper whose contents can be used as evidence in matters of regulatory compliance and disputes. That is why it is necessary for every corporation to take seriously the taking and archiving of minutes of meetings and the resolutions adopted when the meeting was held.

Because of its importance, corporations must conform to a format for a resolution in order for the document to be valid and useful when it needed to be. The format varies in detail from state to state by generally a resolution should include:

The Name of the Body that is Adopting the Resolution

It is important to have this information in the document so that the entity that is making the decision will be properly identified. This is particularly important when the document will have to be taken out of the company folder and taken out for outside use, example before the court.

Date of the Meeting when the Resolution was Adopted

As in any official document, the date is important. One, it supports the authenticity of the document – that the resolution happened at a particular time. Second, the date can serve as the basis to help verify the legality of some actions taken before and after it. For example, there is a lease agreement entered into at a certain date. A resolution approving such decision should have a date that is prior to the execution of the lease agreement.

The Details of the Matters Resolved to be Taken

This refers to the wordings of the resolution. It should be exactly as the board stated it. It should also be simple, and formal. It should also include relevant actions taken right after the resolution was reached.

The resolution should contain signatures of the key people involved in the making of the resolution and the preparation of the paper documenting the resolution – the secretary, the authorized persons and the people on the board who make the decisions.

Depending on the importance of the matter resolved, the resolution may include other important details, the voting results; and the name and title of person authorized to execute the contract, for example, if the resolution is about entering a contract. A corporate seal may also be required. For routine resolutions, there could be forms ready for filling up.

1 Comment

  • marilou said on January 22, 2011
    please send me an example of resolution. thank you...


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