How to Write a Corporate Resolution

By Mike Broemmel
A young business woman, her notes, she, her report

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The laws governing writing and presenting a corporate resolution are essentially the same from one state to the next. Although the process for writing a corporate resolution is not particularly complex, it is precise. In order for a corporate resolution to meet legal muster, it must be drafted according to the provisions of the law of the state in which the corporation is chartered or organized. Specific information on corporate law is available in public libraries and the websites maintained by state legislatures.

Prepare the introductory provisions of the corporate resolution. These provisions include setting forth the legal name of the business, the state in which the corporation is chartered, as well as the date and time of the board of directors meeting at which the resolution is passed.

Insert the name of the officer of the corporation who certifies that the corporate resolution is a true and accurate recitation of the action taken by the board of directors. Typically this is the corporate secretary,

Include the specific matter resolved by the board of directors. For example:

"RESOLVED that ABC Corporation shall enter in a contract with XYZ Enterprises to purchase 100 widgets at $10 each."

Place the seal of the corporation at the bottom of the resolution, if the corporation maintains a corporate seal. Most states do not require a corporate seal and few corporations use a corporate seal in this day and age. In place of a corporate seal the secretary signs the resolution.

Direct the secretary to sign her name, print her name and her title at the bottom of the document in the absence of a corporate seal.

About the Author

Mike Broemmel began writing in 1982. He is an author/lecturer with two novels on the market internationally, "The Shadow Cast" and "The Miller Moth." Broemmel served on the staff of the White House Office of Media Relations. He holds a Bachelor of Arts in journalism and political science from Benedictine College and a Juris Doctorate from Washburn University. He also attended Brunel University, London.

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