Template details
About this template
A corporate resolution form is a type of corporate action that comes in the form of an official document. The corporation’s board of directors will vote on the resolution. The resolution, in some cases, can also come in the form of a “corporate action.”
What is a corporate resolution?
A corporate resolution is the record of big decisions made by a corporation or a board of directors during a meeting. When a new member of board is voted in, corporate resolutions are written which consist of a wide variety of actions. Furthermore, it can also be written when the company has made decision to hire employees, sell shares, or purchase an existing patent. This document is considered as a concrete record of the choices that your directors or shareholders have made.
Using corporate resolution forms:
A corporation resolution form is a type of official declaration that includes information regarding the big decisions made by a corporation. You can use a corporate resolution template to determine which individuals are legally authorized to;
- Sign official documents
- Create assignments or transfers
- Lease or sell real estate
- Make other related decisions for the corporation
Basically, a corporation is an entity which has different levels of responsibility. It is an entity that exists apart from all its shareholders independently. The corporation has the benefit of corporate personhood. Also, it has other recordkeeping responsibilities and formalities.
Within the corporation, the authorized individuals can perform legally-binding actions for the corporation. But, in order to do this, they have to create a corporate resolution sample. It’s also essential to follow the suitable format approved by the state. Then, with their all official records, they have to file their resolutions. Corporate resolutions are generally reserved for the major decisions created by a corporation. Such decisions should include the following;
- Anything that affects the corporation’s ownership
- Any related financial decisions
- Top employee or new employees selection
- Disagreements or problems among those who are part of the corporation
Such resolutions are generally required for a company to perform specific tasks. Some examples like executing contracts, opening bank accounts, and many more, the owners or directors must all agree with each other. When this occurs, they will become able to transact business successfully. Sometimes, for solving conflicts or disagreements, resolutions are also useful.
Again, this would just apply to the big problems. Official resolutions aren’t required for regular business transactions such as;
- Ordering supplies for the office
- Employing or terminating low or mid-level employees
- Paying suppliers
However, there are also issues that require a corporate resolution form. Let’s take a look at these issues and situations in order to understand the document better;
- When the corporation problems stocks to new or current shareholders
- While approving an important lease or buying real estate
- During authorizing a substantial loan or credit line
- When, for state and federal taxes, making elections
- While taking retirement plans or stock options
- During amending fringe benefit or key insurance plans
All these matters generally require a corporate resolution form. Having this form would make a paper trail that will be very helpful for later review. A lot of people select to incorporate. The reason behind it is that they can isolate their assets and restrict personal liability. But, a few corporations don’t follow the applicable incorporation laws.
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Why do you require corporate resolutions?
There is a wide range of corporate formalities that corporations have to meet which includes the;
- Holding annual meetings
- Keeping corporate records
- Meeting minutes and resolutions
- Buying property
- Taking on debt
- Entering into contracts
All these should be approved with a corporate resolution. In fact, it becomes a permanent part of the corporate record.
Types of corporate resolution forms:
You can make different types of corporation resolution forms. You can make your own or download a template from any website. If you want to download a template then ensure to check the contents. Furthermore, if there is any information is missing then add it. If any information you don’t require, just remove it. The essential thing is to keep on changing the document. You can make corporation forms for;
- Adoption of corporate resolution
- Corporate authorization
- Corporate banking
- Corporate board of directors
- Signing authority
Sometimes, the board of directors of a corporation performs a major action or decision. In these circumstances, they use a corporate resolution form as a legal documentation to record the event.
When all the members of the board make a unanimous decision, this document becomes useful. After that, by filling up the form, hey would pass the resolution to abide by the law. So, you have to make a well-structured template to use as required.
How to draft your corporate resolution form?
When you make a decision, using a corporate resolution template, document it. This is similar to when you resolve an issue or conflict in the corporation. The board of directors requires to sign it to make it official after filling up the template.
A well-structured document effectively displays the subject of the resolution. It will also add the information of the final decision and the signatures of those involved. You need to document any major decision that you make or resolve a conflict
In addition, this will make an official record of what transpired in the corporation. If there are any questions raised about the issue, such records can come in hand. In case, you have faced with any lawsuits, they can be very useful.
Recording corporate resolutions provides you a way to review all the decisions created in the past. They can be very helpful in managing new developments in your business. Here are some pointers that you should consider while drafting your template;
- State the legal name of your organization at the very top of your page. Doing this will indicate that your document is official. You can continue by including more legal identification. You can mention the state you’re in and the incorporation date.
- Include the venue of your meeting as well as the time, date, and the attendance of a voting quorum. You can also add the names of all the board members.
- All the resolutions that are involved in the meeting, mention them. Then, explain in detail the decision created. Each decision should be represented separately. There is also a chance to specify the details of any discussion done about the matter at hand along with the results of the vote.
- In the end, close your document with a legal testimony of truth. Then, make sure that all the information you presented in it is true. Also, the people present in the meeting, include their dated signatures.
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What to include in a corporate resolution?
Here is a list of details that should be included in a corporate resolution;
- Name of your corporation
- Meeting’s date, time, and location
- Statement regarding unanimous approval of resolution
- Confirmation statement stating that the resolution was adopted at a daily called meeting
- Resolution
- Signatures and printed names of director
- Dates of all signatures
What to avoid while writing a corporate resolution form?
You should avoid the following mistakes while writing a corporate resolution form;
Don’t use passive tone
Always try to use the active voice because passive voice may cause misunderstandings. Instead of this, active voice makes the sentences clearer.
Avoid using ambiguous pronouns
Be very careful while using ambiguous pronouns because they refer to more than one antecedent. These pronouns may confuse your readers and they don’t clearly understand what you mean.
Avoid using unnecessary words
Don’t make your document too long, make it precise so that it can be easily understand by the readers. You have to be straight forward in order to deliver your message clearly.
Never over-use legalese
In legal documents, legal jargon is very useful. Again, if you over-using them then they can make your document more confusing.
Don’t leave the document without proofreading
The most important part of making legal documents is proofreading. Don’t forget to proofread your document, it doesn’t matter what type of document you are making. Proofreading will ensure that your document is accurate and professional.
Conclusion:
In conclusion, a corporate resolution form is a document used in companies and corporations when you perform an important corporate action. This document is used to present any decision or issue made by the corporation.
Faqs (Frequently Asked Questions)
It is a written record of significant decisions which are made by LLC members. Using corporate resolutions to track major decisions of the LLC is highly recommended as most states don’t require a corporate resolution for LLCs.
There is no need to have the corporate resolution notarize as due to the signatures of the Board members or shareholders it ultimately becomes legally binding.
Yes, there are many differences between a corporate resolution and an operating agreement. Operating agreement contains many details that corporate resolution doesn’t.
