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Corporate Resolution Template – Free Download 2026

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When Do You Need a Corporate Resolution?

Your corporation needs to open a new business bank account and the bank requires a banking resolution that identifies the authorized signers and specifies their transaction authority before the account can be activated.

The board of directors is authorizing a major transaction such as purchasing real estate, taking on debt, entering a lease, or selling a significant corporate asset that exceeds the officers' standing authority.

Your corporation is issuing new stock certificates to investors or employees, and the share issuance must be formally authorized by the board with the number of shares, price per share, and any restrictions documented.

An officer's compensation, bonus, or benefits package needs formal board approval to satisfy IRS reasonable compensation requirements and protect the deduction on the corporate tax return.

The corporation is changing its registered agent, amending its bylaws, or making other governance changes that require formal board or shareholder authorization under state law.

What Should a Corporate Resolution Include?

Resolution Header and Identification

State the corporation's legal name, state of incorporation, and the type of resolution (board resolution or shareholder resolution). Include the date the resolution was adopted and whether it was adopted at a meeting or by unanimous written consent.

Recitals (Whereas Clauses)

Provide background context explaining why the resolution is needed. Each "Whereas" clause states a relevant fact or circumstance that supports the action being authorized. Well-drafted recitals help future readers understand the purpose and context of the resolution.

Resolving Clauses

The "Resolved" clauses contain the actual authorization or decision. Each clause should be specific, stating exactly what action is authorized, who is authorized to take it, any dollar limits or conditions, and the effective date. Use precise language that leaves no ambiguity about the scope of authority granted.

Officer Authorization

If the resolution authorizes specific officers to act on behalf of the corporation, identify them by name and title. Specify exactly what each officer is authorized to do, including any monetary limits on their authority.

Voting Record

If adopted at a meeting, record the vote count (number in favor, against, and abstaining). If adopted by written consent, state that all directors or shareholders entitled to vote have signed the consent. Under most state laws, written consents must be unanimous unless the articles or bylaws provide otherwise.

Certification and Signatures

Include a certification statement from the secretary of corporation attesting that the resolution was duly adopted. The secretary's signature, corporate seal (if applicable), and date of certification authenticate the document for third-party reliance.

Signature Requirements

E-Signature Valid

Corporate resolutions are signed by the corporate secretary to certify accuracy and by directors who approved the action. Electronic signatures are legally valid under the ESIGN Act and UETA for corporate governance documents.

How to Fill Out a Corporate Resolution

1

Identify the Corporation

Enter the corporation's full legal name as it appears in the articles of incorporation, the state of incorporation, and the date the resolution is being adopted.

2

Select the Resolution Type

Choose whether this is a board of directors resolution or a shareholder resolution. Most operational decisions are made by the board, while major structural changes (amendments, mergers, dissolution) require shareholder approval.

3

Draft the Whereas Clauses

Write background recitals explaining the circumstances that make this resolution necessary. Be factual and specific. For a banking resolution, explain that the corporation needs to open an account and designate authorized signers.

4

Draft the Resolved Clauses

Write the specific authorizations. Each resolved clause should describe one discrete action. Use language like "RESOLVED, that [name/title] is hereby authorized to [specific action] on behalf of the Corporation."

5

Record the Vote or Consent

If adopted at a meeting, record that a quorum was present and the exact vote tally. If adopted by written consent, ensure every director or shareholder signs the consent document.

6

Have the Secretary Certify

The secretary of corporation reviews the resolution for accuracy, signs the certification, and affixes the corporate seal if the corporation uses one. File the original in the corporate minute book.

Free Template vs Custom Corporate Resolution

FeatureFree TemplateCustom (AI or Attorney)
Basic resolution format
Banking resolution template
State-specific compliance languageDGCL, MBCA, or state-specific-
Multiple resolution types (banking, officer, shares)-
Attorney review and customization-
Digital download (PDF/Word)
Secretary certification language-

Corporate Resolution Template FAQ

What is a corporate resolution?
A corporate resolution is a formal written document that records a decision made by a corporation's board of directors or shareholders. It serves as the official authorization for the corporation to take a specific action, such as opening a bank account, hiring an officer, entering a contract, or issuing shares. Resolutions are adopted either at a properly convened meeting with a quorum present or by unanimous written consent. Once adopted, the resolution is filed in the corporate minute book and certified copies can be provided to banks, government agencies, or other parties who need proof of authorization.
When do you need a corporate resolution?
A corporate resolution is needed whenever the corporation takes a significant action that requires formal board or shareholder authorization. Common situations include opening or closing bank accounts (banking resolution), authorizing officers to sign contracts or checks above a certain amount, issuing or transferring stock, approving officer compensation and bonuses, entering into loans or lines of credit, purchasing or selling real property, amending bylaws, and declaring dividends. Banks are the most frequent requestors of certified resolutions because they need documented proof of who is authorized to conduct transactions on the corporate account.
Who can pass a corporate resolution?
Corporate resolutions can be passed by the board of directors or by the shareholders, depending on the type of action being authorized. The board of directors handles most operational decisions, including banking, officer appointments, contract approvals, and day-to-day business authorizations. Shareholders vote on major structural decisions such as amending the articles of incorporation, approving mergers or acquisitions, electing directors, and dissolving the corporation. In either case, a quorum must be present (or all parties must sign a written consent) for the resolution to be valid.
What is the difference between corporate minutes and a resolution?
Corporate minutes are the comprehensive written record of an entire meeting, including attendance, discussions, reports, and all actions taken. A corporate resolution is a specific formal decision adopted at that meeting or by written consent outside of a meeting. Minutes provide context and procedural documentation, while resolutions provide the actual authorization for specific actions. A single set of minutes may contain multiple resolutions. Resolutions adopted by written consent stand alone without accompanying minutes. When a bank requests a "corporate resolution," they want just the specific authorization document, not the full meeting minutes.
Does a corporate resolution need to be notarized?
Generally, corporate resolutions do not need to be notarized. They are authenticated by the secretary of corporation's certification, which attests that the resolution was duly adopted in accordance with the corporation's bylaws and applicable state law. However, some banks and financial institutions may request notarization as an additional verification step, particularly for resolutions authorizing high-value transactions. If the resolution involves real property transactions, notarization may be required for recording with the county recorder. Always check with the requesting party to confirm their specific requirements.
What is a banking resolution?
A banking resolution is a specific type of corporate resolution that authorizes the corporation to open, maintain, or close bank accounts and designates which officers or employees are authorized to conduct banking transactions. The resolution typically specifies the bank's name, the types of accounts to be opened, the authorized signers by name and title, transaction limits, and whether any single signer can act alone or whether dual signatures are required above certain amounts. Banks require this document before opening a corporate account to verify they are dealing with properly authorized representatives.
Can a corporate resolution be signed electronically?
Yes, corporate resolutions can be signed electronically in all 50 states under the federal ESIGN Act and the Uniform Electronic Transactions Act (UETA) adopted by 49 states. Electronic signatures are legally equivalent to handwritten signatures for corporate governance documents. However, some banks and government agencies may still require original wet-ink signatures on the resolutions they accept, so it is important to confirm the recipient's requirements before executing the resolution electronically.
How do you write a corporate resolution?
Start with the corporation's name, state of incorporation, and date. Add "Whereas" recital clauses explaining the background and purpose. Then write the "Resolved" clauses with the specific authorization, naming the authorized person, the exact action permitted, and any conditions or limits. Include a voting record if adopted at a meeting or a statement of unanimous written consent. End with the secretary's certification attesting that the resolution was duly adopted. Use clear, precise language - the resolution will be relied upon by banks, courts, and counterparties who need certainty about what was authorized.

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Reviewed by licensed attorneys · Editorial policy · Last updated March 2026

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