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.
- Investopedia (Forbes Digital): Corporate Resolution
- "Corporate Records Handbook: Meetings, Minutes & Resolutions"; Anthony Mancuso; 2007
- American Bar Association: Directory of State and Local Bar Associations
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