ContractsCounsel Logo
Home Types of Contracts Corporate Resolution

Corporate Resolutions: Definition, What To Include

Jump to Section

ContractsCounsel has assisted 11 clients with corporate resolutions and maintains a network of 24 corporate lawyers available daily.

What is a Corporate Resolution?

A corporate resolution is a written document that details any corporate action taken by the board of directors of a company. This is an important part of corporate governance because it documents important decisions and proves that the board of directors is upholding their fiduciary duties to the shareholders of the corporation.

It is common for a corporation to use a corporate resolution to establish itself as an independent legal entity separate from the owners of the company. This independence from individual owners avoids conflicts of interests and protects owners from liabilities of the corporation under a corporate veil.

Both S Corps and C Corps require corporate resolutions, however corporate resolutions aren’t necessary for everyday business activities. They are only required when the board of directors makes a significant business decision. A corporate resolution creates a paper trail of an important decision in case it ever needs to be reviewed by shareholders, officers, or the IRS.

Once a corporate resolution is signed, the secretary of the corporation will file the resolution the corporate records book . It is also common to find record of a corporate resolution in the board meeting minutes.

For more information about what a corporate is and how it works, read this article.

What To Include in A Corporate Resolution?

Corporate resolution format is mainly determined by the state business laws; however, most states require the following general information:

  • The date the resolution is made
  • The location in which the corporation is doing business
  • Signatures of the officers who have the signing authority for corporate resolutions
  • The title of the corporate resolution
  • A consent phrase indicating that the resolution has been agreed upon by the board and whether it was passed with unanimous consent
  • If the resolution did not pass with unanimous consent, the resolution needs to state each voter’s name and how they voted
  • A final statement that dictates the action that will be taken because of the resolution

Generally, a corporate resolution is created, voted upon, and signed at a corporate meeting. The resolution will then be detailed in the meeting minutes including information about whether the resolution was approved or voted down.

Meet some lawyers on our platform

Umar F.

3 projects on CC
CC verified
View Profile

Damien B.

19 projects on CC
CC verified
View Profile

Sara S.

147 projects on CC
CC verified
View Profile

Forest H.

242 projects on CC
CC verified
View Profile

Examples of Actions that Need Corporate Resolutions

All major decisions made by a board of directors need to be recorded as a corporate resolution. This keeps the board held accountable and ensures that the board is acting in the best interest of the company.

Below is list of examples of corporate actions that usually require a corporate resolution:

  1. Approval of new board members and officers
  2. Acceptance of the corporate bylaws
  3. Creation of a corporate bank account
  4. Designating which board members and officers can access the bank account
  5. Documentation of a shareholder decision
  6. Approval of hiring or firing employees
  7. Changes in the management department like a new secretary or CEO
  8. Changes in salaries or bonuses including changes in health benefits or retirement plans
  9. Approval of the selling of shares
  10. Buying or selling corporate real estate
  11. Joint venture decisions
  12. Expansion of the business
  13. Financial decisions like taking out a new loan
  14. Approval of a marketing campaign or use of a new trademark

LLC Corporate Resolutions

Even though an LLC isn’t a corporation, the owners can still choose to follow a corporate structure and use corporate resolutions to record important decisions made by the company.

LLCs are required to file articles of organization just like a corporation to be legally recognized as a business. For this reason, many LLCs choose to record their LLC operating agreement as a corporate resolution even though resolutions aren’t required.

Just like in a corporation, LLCs can use corporate resolutions to record management structure, rights and responsibilities of members, and other important company rules and regulations.

It is beneficial for any company to use corporate resolutions and keep a good record of important business decisions. This holds the company and its operators accountable and makes accessing records easy in the event of an audit.

Corporate Resolutions vs. Articles of Incorporation

Although articles of incorporation are an important part of corporate governance just like corporate resolutions, these are two very different legal documents.

A corporation’s articles of incorporation register the business with the state and proves that it is a legitimate, legally operating business. Articles of Incorporation include the name of the corporation, the state where the corporation is formed, address of the business, management structure, formation date, and signature of the authorized representative.

Corporate resolutions document actions made by the corporation after formation and do not have to be filed with any government agency.

ContractsCounsel Corporate Resolution Image

Image via Pexels by Pixabay

Creating Corporate Resolutions

Corporate resolutions are usually created at board meetings and there are a few essential elements that should be included when drafting this document.

  1. Heading: The top of the page should have a heading that clearly displays the name of the company and who is making the resolution, the board of directors, for example.
  2. Title: If the resolution was not adopted formally at a meeting, the title usually includes the words “ written resolution ” to distinguish it from other resolutions that may have been made at the meeting.
  3. Recitals: Recitals are formal words that explain the issue that the resolution is meant to solve. If the company is looking to open a bank account, the recitals will state that it is the intention of the board of directors to obtain a bank account through the selected bank.
  4. Resolutions: Resolutions make up the body of the corporate resolution document. The resolutions describe the actions that will take place because of signing the document. In the example of opening a bank account, the resolution should describe:
    • What bank the account will be opened at
    • Authorization for the treasurer to fund the account
    • Authorization for certain board members to access the account
  5. Attestation: The attestation confirms that all the information in the corporate resolution document is true and accurate. It is then signed and dated by whatever board member has signing authority for the corporation.

Read this article for more tips and information about how to write a corporate resolution.

Corporate Resolutions vs. Meeting Minutes

Meeting minutes and corporate resolutions can easily be confused because they are both documents that detail actions taken by the board of directors and are important for a corporation’s records.

Meeting minutes record the proceedings of the entire meeting and will detail all decisions made at the meeting. Also included in meeting minutes are the names of everyone who attended the meeting, record of who introduced the resolutions during the meeting, and who voted on resolutions.

At each meeting, one of the first actions is to ratify the minutes from the previous meeting.

Corporate resolutions are different from meeting minutes because a resolution document is a record of the actual decision for a specific matter.

State’s business laws may vary and have different requirements for record keeping. It is important to be sure you are following both state laws and your corporate bylaws when it comes to meeting minutes and corporate resolutions.

Get Help with Corporate Governance

Do you have any questions about corporate resolutions and other corporate governance issues and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from corporate lawyers who specialize in corporate governance.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Corporate Resolution Lawyers

Jeremiah C. on ContractsCounsel
View Jeremiah
5.0 (49)
Member Since:
March 5, 2021

Jeremiah C.

Partner/Attorney at Law
Free Consultation
Houston
16 Yrs Experience
Licensed in NV, TX
Thomas Jefferson

Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Michael S. on ContractsCounsel
View Michael
5.0 (6)
Member Since:
April 16, 2023

Michael S.

Managing Partner
Free Consultation
Los Angeles, California
29 Yrs Experience
Licensed in CA, NY
Harvard Law School

I began my career at "big law" firms, worked in-house for 14 years, and now have my own practice, providing big law quality at small firm rates. My practice focuses on strategic and commercial transactions, including M&A, preferred stock and common stock offerings, asset purchases and sales, joint ventures and strategic partnerships, stock option plans, master services agreements and SOWs, software development and license agreements, SaaS agreements, NDAs, employment and consulting agreements. I also manage corporate governance, advise boards and executives, and act as outside general counsel. I represent clients across the country and around the world.

Namrita N. on ContractsCounsel
View Namrita
4.9 (12)
Member Since:
August 18, 2021

Namrita N.

Attorney at Law
Free Consultation
Plano, TX
4 Yrs Experience
Licensed in MN, TX
Mitchell Hamline School of Law

Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions.

Octavia P. on ContractsCounsel
View Octavia
5.0 (2)
Member Since:
January 30, 2021

Octavia P.

Attorney
Free Consultation
Chicago, IL
17 Yrs Experience
Licensed in IL
The John Marshall Law School

I am a business law attorney with over 10 years’ experience and a strong background in information technology. I am a graduate of the University of California Berkeley, a member of the Illinois bar and a licensed lawyer (Solicitor) of England and Wales. I actively partner directly with my clients or indirectly, as Of Counsel, to boutique law firms to streamline business practices and manage legal risks by focusing on essentials such as - business contracts, corporate structure, employment/independent contractor agreements, website terms and policies, IP, technology, and commercial related agreements as well as business risk and compliance guidance.

Abby V. on ContractsCounsel
View Abby
Member Since:
December 8, 2020

Abby V.

President
Free Consultation
Washington, DC
17 Yrs Experience
Licensed in DC, NJ, NY
Loyola University Chicago School of Law

Abby is an attorney and public policy specialist who has fused together her experience as an advocate, education in economics and public health, and passion for working with animals to create healthier communities for people and animals alike. At Opening Doors PLLC, she helps housing providers ensure the integrity of animal accommodation requests, comply with fair housing requirements, and implement safer pet policies. Abby also assists residents with their pet-related housing problems and works with community stakeholders to increase housing stability in underserved communities. She is a nationally-recognized expert in animal accommodation laws and her work has been featured in The Washington Post, USA Today, Bloomberg, and Cosmopolitan magazine.

Matan S. on ContractsCounsel
View Matan
Member Since:
January 4, 2021

Matan S.

Attorney
Free Consultation
Philadelphia, PA
11 Yrs Experience
Licensed in NJ, PA
Rutgers

Matan is an experienced M&A, corporate, tax and real estate attorney advising closely held businesses, technology start ups, service businesses, and manufacturers in purchases, sales, and other exit strategies. Matan works with founders and first-and-second generation owners to strategically transition businesses.

Sean D. on ContractsCounsel
View Sean
Member Since:
January 26, 2021

Sean D.

Business Attorney
Free Consultation
Elkridge, Maryland
26 Yrs Experience
Licensed in MD
University of Maryland Francis King Carey School of Law

Accomplished and results-driven business attorney with extensive experience in commercial real estate / project finance, commercial transactions, and entity formations, that possesses a winning blend of subject matter expertise, skill in client relationship management, and practical experience. Leverages a unique mix of legal, strategic, and analytical expertise that consistently meets and surpasses client expectations. Specialties: Commercial Real Estate Law, Contract Negotiation, Entity Formation, Joint Ventures, Procurement, Lease/Buy/Sell Transactions, Business Consultations, Team Leadership, and Economic Development

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Corporate lawyers by top cities
See All Corporate Lawyers
Corporate Resolution lawyers by city
See All Corporate Resolution Lawyers

ContractsCounsel User

Recent Project:
We want to dissolve our C corp.
Location: Colorado
Turnaround: A week
Service: Prepare & File
Doc Type: Corporate Resolution
Number of Bids: 2
Bid Range: $485 - $995

ContractsCounsel User

Recent Project:
Series LLC operating agreement
Location: Virginia
Turnaround: Less than a week
Service: Prepare & File
Doc Type: Corporate Resolution
Number of Bids: 4
Bid Range: $700 - $1,250

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city