A corporate resolution is a formal record of action taken by the board of a corporation, usually in the form of a signed document.
A corporate resolution immortalizes the authorization of a certain action. The resolution identifies those who may take the action on the corporation's behalf and is authorized by the corporation's board of directors.
Type of Action
A corporation may authorize any action via resolution, from simple procedural matters to fundamental corporate changes.
Majority and Quorum
Unless the articles of incorporation or bylaws of the corporation specifically require a greater number, approval of the resolution by a majority of the board of directors is sufficient, so long as a quorum is present when the vote is taken. Quorum requirements vary by state, but cannot be less than one-third of the board.
Some states require that the corporate resolution document be certified. Proper certification includes the application of the corporate seal and, in some cases, notarization.
Standardized forms for creating corporate resolutions, complete with instructions, are available on many online websites. For resolutions dealing with more complex transactions and authorizations, however, legal counsel is also advisable.
- Corporations and Other Business Enterprises, Cases and Materials; Markham, Jerry W. and Thomas Lee Hazen; 2003.
- Law Depot
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