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Corporate Resolution Generator

Generate a professional corporate resolution customized for your state. AI-powered with optional attorney review, covering all 50 U.S. jurisdictions.

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Corporate Resolution Generator

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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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What Is a Corporate Resolution?

A corporate resolution is a formal written statement adopted by a corporation's board of directors or shareholders that authorizes a specific action, transaction, or decision on behalf of the corporation. Unlike corporate minutes, which document the entire proceedings of a meeting, a resolution isolates and formalizes a single decision with precise language that third parties such as banks, government agencies, and contracting partners can rely upon as proof of corporate authorization.

The most common type is the banking resolution, which authorizes specific officers or directors to open accounts, sign checks, initiate wire transfers, and conduct other financial transactions on behalf of the corporation. Financial institutions universally require a certified copy of a banking resolution before allowing individuals to access corporate accounts. Other frequently used resolutions include those authorizing the execution of contracts, the purchase or sale of real property, the issuance of stock, the approval of loans, and the appointment or removal of officers. Under DGCL Section 141(a), the business and affairs of a corporation are managed by or under the direction of the board, making resolutions the formal mechanism through which this authority is exercised.

Resolutions may be adopted at a duly convened meeting of the board or shareholders, or they may be adopted through unanimous written consent without a meeting. DGCL Section 141(f) and MBCA Section 8.21 permit any action required or permitted to be taken at a board meeting to be taken without a meeting if all directors consent in writing. This unanimous written consent procedure is particularly useful for routine matters or time-sensitive decisions that cannot wait for a scheduled meeting. The resolution must clearly identify the action being authorized, the individuals empowered to carry it out, and any conditions or limitations on their authority.

A well-drafted corporate resolution protects the corporation by creating a clear record of authorized actions and the scope of authority granted to specific individuals. When disputes arise about whether a particular transaction was properly authorized, the resolution serves as the definitive evidence of corporate intent. Certificates of incumbency often accompany resolutions to verify that the individuals named in the resolution actually hold the positions claimed. Maintaining organized resolutions alongside corporate minutes in the corporate minute book demonstrates adherence to governance formalities and reinforces the corporation's limited liability protection against veil-piercing claims.

Why You Need a Corporate Resolution

Your corporation needs to open a new bank account, and the financial institution requires a certified banking resolution identifying the authorized signatories before it will process the application.

The board of directors is authorizing the corporation to purchase commercial real estate, and the title company requires a resolution confirming that the officer signing the deed and closing documents has been duly authorized to do so.

Your corporation is entering into a significant service agreement or vendor contract, and the counterparty has requested proof that the individual signing on behalf of the corporation has actual authority to bind the entity.

The board needs to formally appoint new officers, set or change officer compensation, or authorize the issuance of additional shares to investors, and these actions must be documented through proper resolutions.

Your corporation is applying for a business loan or line of credit, and the lender requires a resolution authorizing specific officers to execute loan documents, pledge corporate assets, and provide personal guarantees on behalf of the entity.

Key Sections in a Corporate Resolution

Corporate Identification

This section identifies the corporation by its full legal name, state of incorporation, and principal office address. It establishes the legal context for the resolution and confirms which entity is authorizing the action.

Recitals and Whereas Clauses

The recitals provide background context explaining why the resolution is necessary. These "whereas" clauses set forth the facts and circumstances that led the board or shareholders to consider the action being authorized.

Resolved Clauses

The operative "resolved" clauses contain the specific actions being authorized. Each resolved clause should clearly state the action, identify who is authorized to carry it out, and define any limitations or conditions on the authority granted.

Authorized Signatories

This section names the specific officers, directors, or agents who are authorized to execute documents, conduct transactions, or take other actions on behalf of the corporation pursuant to the resolution.

Effective Date and Duration

The effective date establishes when the authorized action may commence. Some resolutions are effective immediately upon adoption, while others specify a future date or condition. The duration section states whether the authorization is ongoing or expires after a specified period.

Certification

The certification section is signed by the corporate secretary, who attests that the resolution was duly adopted in accordance with the corporation's bylaws and applicable state law. This certification is often required by third parties before they will accept the resolution as valid.

Corporate Resolution Legal Requirements

Under DGCL Section 141(a), the board of directors manages the business and affairs of the corporation, and resolutions are the formal mechanism through which the board exercises this authority.

DGCL Section 141(f) and MBCA Section 8.21 permit actions to be taken by unanimous written consent of directors without a meeting, provided the consent is in writing, signed by all directors, and filed with the corporate minutes.

Banks and financial institutions typically require that banking resolutions be presented on the corporation's letterhead, signed by the corporate secretary, and accompanied by a certificate of incumbency verifying the identities and positions of authorized signatories.

State real property recording statutes generally require that any resolution authorizing the sale, purchase, or encumbrance of real estate be recorded alongside the deed in the county recorder's office.

The IRS may review corporate resolutions during audits to verify that executive compensation, bonuses, distributions, and other payments were properly authorized, and failure to produce resolutions can result in reclassification of payments and additional tax liability.

Common Corporate Resolution Mistakes to Avoid

Drafting resolutions with vague or overly broad authorization language that does not specify exactly which actions are permitted, creating ambiguity that can lead to unauthorized actions or third-party rejection.

Failing to verify that the board had a proper quorum when the resolution was adopted, which renders the resolution void and any actions taken pursuant to it potentially unauthorized.

Not updating banking resolutions when officers change, leaving former employees or directors with continued access to corporate bank accounts.

Omitting the corporate secretary's certification, which many banks, title companies, and government agencies require before accepting a resolution as valid proof of corporate authorization.

Confusing a resolution with corporate minutes and including unnecessary discussion details rather than focusing on the precise action being authorized.

Frequently Asked Questions About Corporate Resolutions

What is a corporate resolution?
A corporate resolution is a formal written document adopted by a corporation's board of directors or shareholders that authorizes a specific action or transaction on behalf of the corporation. It serves as the official record of corporate decision-making and provides proof to third parties that the individuals acting for the corporation have been properly authorized to do so. Resolutions are commonly used to authorize banking transactions, contract executions, real property transactions, officer appointments, and other significant business actions. They are distinct from corporate minutes in that they focus on a single decision rather than documenting an entire meeting.
When do you need a corporate resolution?
A corporate resolution is needed whenever a third party requires proof that a specific action has been formally authorized by the corporation's governing body. The most common triggers include opening bank accounts, applying for business loans, executing significant contracts, purchasing or selling real property, issuing stock, and appointing or removing officers. Banks universally require banking resolutions, and title companies, lenders, government agencies, and sophisticated contracting partners routinely request certified resolutions before conducting business with a corporation. Even when not strictly required by a third party, adopting resolutions for major decisions strengthens the corporation's governance record and liability protection.
Who can pass a corporate resolution?
Corporate resolutions are typically passed by the board of directors for matters within the board's authority, such as day-to-day business decisions, contract authorizations, and officer appointments. Shareholders pass resolutions for matters reserved to shareholders by statute or the corporate bylaws, such as amendments to the articles of incorporation, mergers, dissolution, and the election of directors. The specific allocation of authority between the board and shareholders is governed by state corporate law and the corporation's bylaws. In closely held corporations where the same individuals serve as both directors and shareholders, both types of resolutions may be adopted simultaneously.
What is the difference between corporate minutes and a resolution?
Corporate minutes are the comprehensive written record of an entire meeting, documenting attendance, reports, discussions, all motions, and vote outcomes, while a corporate resolution is a standalone formal statement that authorizes a single specific action. Minutes typically contain multiple resolutions within them, but a resolution can also exist independently as a unanimous written consent adopted outside of a meeting. When a bank asks for a "resolution," they want the specific authorization document, not the full meeting minutes. Both documents should be maintained in the corporate minute book, but they serve different purposes in the governance framework.
Does a corporate resolution need to be notarized?
Most corporate resolutions do not need to be notarized under state law, but certain types of resolutions may require notarization depending on their purpose and the requirements of the third party receiving them. Resolutions authorizing real property transactions are frequently required to be notarized because they must be recorded in county land records alongside the deed. Banks and financial institutions may also require notarization of banking resolutions as an additional verification measure. Even when notarization is not legally required, having the corporate secretary's certification notarized adds an extra layer of authentication that can prevent challenges to the resolution's validity.
What is a banking resolution?
A banking resolution is a specific type of corporate resolution that authorizes designated individuals to conduct banking transactions on behalf of the corporation. It typically identifies the financial institution, specifies which officers or directors are authorized to open accounts, make deposits, write checks, initiate wire transfers, and access online banking, and establishes signature requirements for transactions exceeding certain thresholds. Banks require this document before allowing anyone to access corporate funds, and it must be updated whenever authorized signatories change. Most banks provide their own resolution forms, but corporations can also prepare their own as long as the required information is included.
Can a corporate resolution be signed electronically?
Yes, corporate resolutions can generally be signed electronically under the federal ESIGN Act and the Uniform Electronic Transactions Act (UETA), which have been adopted in some form by all 50 states. Electronic signatures on corporate resolutions are legally valid for most purposes, including authorizing contracts, appointing officers, and conducting routine business. However, some banks and government agencies may still require original wet-ink signatures on resolutions they receive, particularly for banking resolutions and resolutions involving real property. It is advisable to check with the receiving institution before submitting an electronically signed resolution.
How do you write a corporate resolution?
A corporate resolution begins with the corporation's legal name and state of incorporation, followed by recital ("whereas") clauses explaining the background and purpose of the action being authorized. The operative ("resolved") clauses then state the specific actions being authorized, identify the individuals empowered to act, and define any limitations or conditions. The resolution concludes with the date of adoption and the corporate secretary's certification that it was duly adopted in accordance with the bylaws and applicable law. The language should be precise and unambiguous, avoiding unnecessary detail while clearly establishing the scope of authority granted.

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