Corporate Resolution
Corporate Resolution Generator
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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.
Sample Corporate Resolution Generated by Legal Tank
Corporate Resolution
Corporation Identification
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").
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
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).
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
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.
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.
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Authorization
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.
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.
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Effective Date
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.
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
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.
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
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.
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
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]
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.
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.
| Resolution Type | Purpose | Common Requestor |
|---|---|---|
| Banking Resolution | Authorizes officers to open accounts, sign checks, initiate transfers | Banks and financial institutions |
| Contract Authorization | Authorizes specific individuals to execute agreements | Contracting counterparties |
| Real Property Resolution | Authorizes purchase, sale, or encumbrance of real estate | Title companies and county recorders |
| Officer Appointment | Formally appoints or removes corporate officers | Internal governance requirement |
| Loan Authorization | Authorizes borrowing, pledging assets, or providing guarantees | Lenders and credit institutions |
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. Use our free corporate resolution template to get started quickly.
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 interactive service agreement generator 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 through an employment agreement builder, 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. For complex financing transactions, our contract drafting attorney drafting ensures every resolution meets institutional standards.
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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. A well-defined scope of work builder approach applies to resolutions as much as to project contracts.
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?
When do you need a corporate resolution?
Who can pass a corporate resolution?
What is the difference between corporate minutes and a resolution?
Does a corporate resolution need to be notarized?
What is a banking resolution?
Can a corporate resolution be signed electronically?
How do you write a corporate resolution?
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