Corporate Resolution Template, Free Download 2026

By Jessica Henwick, Editor-in-ChiefLegally reviewed by David Chen, Esq.
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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 form template 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 commercial 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 template, or making other governance changes that require formal board or shareholder authorization under state law.

Practice Note: Banks typically require a banking resolution before opening a corporate account. Keep a certified copy readily available so you can open accounts, apply for credit, and authorize signers without delays.

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 template format or shareholder resolution). Include the date the resolution was adopted and whether it was adopted at a meeting or by unanimous written consent template procedure.

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 following the Model Business Corporation Act, 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. File the certified resolution alongside the corporate minutes template in the official records.

Legal Details: Key Clauses in a Corporate Resolution

Corporation Identification
1.1

CORPORATE RESOLUTION of [____________] (the "Corporation"), a corporation duly organized and existing under the laws of the State of [____________], with its principal place of business at [____________], adopted by the [Board of Directors/Shareholders] at a [regular/special] meeting held on [____________], or by unanimous written consent in lieu of a meeting, as permitted by Section 8.21 of the Model Business Corporation Act ("MBCA").

1.2

The Corporation was incorporated on [____________] under file number [____________] with the Secretary of State of the State of [____________]. The Corporation is in good standing and authorized to transact business in [____________]. The undersigned officer certifies that the Corporation's Articles of Incorporation and Bylaws are currently in full force and effect and have not been amended except as previously filed with the Secretary of State.

Authority
2.1

WHEREAS, the [Board of Directors/Shareholders] of the Corporation has the authority under Article [____________] of the Corporation's Bylaws and MBCA Section 8.01 to adopt resolutions and take actions on behalf of the Corporation in the management of its business and affairs; and WHEREAS, a quorum of the [Board/Shareholders] was present and acting throughout the deliberation and adoption of the following resolution(s).

2.2

WHEREAS, the [Board of Directors/Shareholders] has determined that the actions authorized by this resolution are in the best interests of the Corporation and its shareholders after due consideration of all relevant facts, circumstances, and fiduciary obligations, and after receiving and reviewing such reports, analyses, and recommendations from officers, advisors, and committees as the [Board/Shareholders] deemed appropriate.

Resolution
3.1

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to [specific action being authorized, e.g., open a bank account at [____________], enter into a contract with [____________], purchase or sell real property located at [____________], borrow funds in an amount not to exceed [$__________], etc.], upon such terms and conditions as the authorized officers of the Corporation shall determine to be in the best interests of the Corporation.

3.2

FURTHER RESOLVED, that the [President/Chief Executive Officer/Treasurer] of the Corporation, and any other officer(s) designated by the Board, are hereby authorized, empowered, and directed to negotiate, execute, and deliver any and all agreements, instruments, certificates, and other documents, and to take any and all actions, as such officer(s) may deem necessary, advisable, or appropriate to effectuate the purposes and intent of the foregoing resolution, including the payment of all fees, costs, and expenses incidental thereto.

3.3

FURTHER RESOLVED, that any and all actions heretofore taken by any officer, director, or authorized representative of the Corporation in connection with the matters contemplated by this resolution are hereby ratified, confirmed, approved, and adopted as actions of the Corporation in all respects.

Authorization
4.1

The following named officers are specifically authorized to act on behalf of the Corporation with respect to the matters set forth in this resolution: [____________], [Title]; [____________], [Title]. Each authorized officer may act individually, and the signature of any one such officer shall be sufficient to bind the Corporation, unless this resolution or the Corporation's Bylaws require the joint action of two or more officers for the specific transaction or matter at issue.

4.2

The authority granted under this resolution shall remain in full force and effect until revoked or modified by a subsequent resolution of the [Board of Directors/Shareholders] or until [specific expiration date or condition]. Third parties may rely on a certified copy of this resolution as conclusive evidence of the authority of the named officers to act on behalf of the Corporation in connection with the matters described herein.

Effective Date
5.1

This resolution shall be effective as of the date of its adoption by the [Board of Directors/Shareholders], which date is [____________], and shall remain effective until [____________] or until revoked or superseded by a subsequent duly adopted resolution. Actions taken pursuant to this resolution prior to its formal adoption that are consistent with its terms are hereby ratified.

5.2

If this resolution was adopted by unanimous written consent in lieu of a meeting pursuant to MBCA Section 8.21, it shall be effective as of the date on which the last signature of a consenting [director/shareholder] is affixed hereto, unless a later effective date is specified. The written consent shall be filed with the minutes of the Corporation and shall have the same force and effect as a vote taken at a duly convened meeting.

Officer Certification
6.1

I, [____________], the duly elected and acting [Secretary/Assistant Secretary] of [____________], do hereby certify that the foregoing is a true, correct, and complete copy of a resolution duly adopted by the [Board of Directors/Shareholders] of the Corporation at a [regular/special] meeting [or by unanimous written consent] on [____________], at which a quorum was present and acting throughout.

6.2

I further certify that said resolution has not been amended, modified, rescinded, or revoked and is in full force and effect as of the date hereof; that it is consistent with the Articles of Incorporation and Bylaws of the Corporation; and that the officers named herein are duly elected, qualified, and currently serving in their respective capacities.

Governing Law
7.1

This resolution and all actions taken pursuant thereto shall be governed by and construed in accordance with the laws of the State of [____________], including the MBCA as adopted and amended in such state. The authority granted herein shall be interpreted broadly to effectuate the purposes described in this resolution, subject to the limitations set forth in the Corporation's Articles of Incorporation and Bylaws.

7.2

In the event any provision of this resolution conflicts with applicable law, the Corporation's Articles of Incorporation, or Bylaws, such provision shall be interpreted to the extent possible to be consistent therewith, and any provision that cannot be so interpreted shall be deemed severable without affecting the validity or enforceability of the remaining provisions.

Execution
8.1

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation this [____________] day of [____________], [____________]. _____________________________ [Name], [Secretary/Assistant Secretary]. [CORPORATE SEAL]

8.2

ACKNOWLEDGED AND APPROVED: _____________________________ [Name], [President/Chairperson of the Board]. Date: [____________]. This certification may be relied upon by any third party as conclusive evidence of the authority described herein unless and until such third party receives written notice of the revocation or modification of this resolution.

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.

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A corporate resolution is often used alongside other business formation documents. Depending on your situation, you may also need:

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Generate a custom corporate resolution with AI instead

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 unanimous written consent, ensure every director or shareholder signs the consent document. Use our unanimous written consent template format for actions taken outside of a formal meeting.

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 form template
State-specific compliance languageDGCL, MBCA, or state-specific-
Multiple resolution types (banking, officer, shares)-
Attorney review and customization-
Printable corporate resolution PDF download
Secretary certification language-

Key Facts About Corporate Resolution Documents

Corporate resolution formally authorizes specific actions on behalf of corporation.

Banks require banking resolutions to open accounts and authorize signatories.

DGCL Section 141(f) permits unanimous written consent in lieu of meeting.

Corporate resolution must specify the authorized action and be signed by authorized officers.

Failure to adopt required resolutions can expose directors to personal liability.

Key Legal Terms in a Corporate Resolution

corporate resolutionboard resolutionbanking resolutionunanimous written consentDGCL Section 141(f)corporate authorityauthorized signatorycertificate of incumbencycorporate seal

When a Free Template Is Not Enough

Free templates cover standard situations, but a professionally drafted corporate resolution accounts for state-specific requirements, unusual circumstances, and enforceability considerations that generic forms miss. If your situation involves significant assets, complex terms, or potential disputes, request an attorney-drafted corporate resolution with a custom quote based on your situation.

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. Also referred to as a board resolution, 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. You can use a corporate resolution sample document as a reference when drafting your own.
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 certificate template, 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 complete 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 (see our corporate resolution template) (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. For a banking resolution, specify the bank name, account type, and authorized signers. 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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