Corporate Resolutions: Definition, What To Include
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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.
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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:
- Approval of new board members and officers
- Acceptance of the corporate bylaws
- Creation of a corporate bank account
- Designating which board members and officers can access the bank account
- Documentation of a shareholder decision
- Approval of hiring or firing employees
- Changes in the management department like a new secretary or CEO
- Changes in salaries or bonuses including changes in health benefits or retirement plans
- Approval of the selling of shares
- Buying or selling corporate real estate
- Joint venture decisions
- Expansion of the business
- Financial decisions like taking out a new loan
- 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.
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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.
- 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.
- 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.
- 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.
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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
- 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.
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Corporate Governance
Corporate Resolution
Texas
Can a corporate resolution be revoked or amended after it has been adopted?
I am the CEO of a small corporation and recently our board of directors adopted a corporate resolution to authorize a significant business transaction. However, since then, new information has come to light that suggests the transaction may not be in the best interest of the company. I am wondering if it is possible to revoke or amend the corporate resolution that was previously adopted in order to prevent the transaction from moving forward.
Lorraine C.
I would highly recommend you have an attorney review this issue for you. There are many questions that require resolution prior to knowing whether the board’s action can be amended or revoked, including what your company’s foundational documents say about the powers of the board and the CEO. Further, without reading the resolution, I am not able to determine whether the board resolution simply allows the course of action if determined prudent (in which case, no modification necessary) or if the board is actually mandating the course of action. Regardless, a competent attorney should be able to advise you. I would be happy to assist if you like.
S Corporation Taxation
Corporate Resolution
Louisiana
Do I still have to do Schedule B of Form 1120S
Do I still have to do schedule B of Form 1120S
Fema B.
Yes. Schedule B is part of Form 1120-S, and the IRS instructions state that an S corporation should complete all Schedule B items that apply to the corporation. Schedule B contains informational questions regarding matters such as ownership, accounting method, business activity, shareholder information, foreign transactions, and certain elections or reporting obligations. That does not necessarily mean every question will require a substantive entry. Some questions may simply be answered “Yes,” “No,” or left inapplicable depending on the corporation’s circumstances. If you are preparing the return yourself and are uncertain whether a particular Schedule B question applies, it is worth having a CPA or tax professional review the return before filing.
Corporate Governance
Corporate Resolution
California
What is a Corporate Resolution and how is it used in business?
I am currently working as a manager in a small business and we are in the process of making important decisions regarding the company's operations and financial matters. I have heard about the concept of a Corporate Resolution but I am not entirely clear on what it entails and how it is used in a business setting. I would like to understand the purpose and significance of a Corporate Resolution, as well as the legal requirements and implications associated with it, so that I can ensure our decision-making process is legally sound and in compliance with corporate governance standards.
Jonathan W.
A corporate resolution is a formal document that records a binding decision made by a corporation's board of directors or shareholders. It outlines the actions the company intends to take and serves as an official record of these decisions. Corporate resolutions are legally binding and hold significant implications for the company, its directors, and shareholders. Here's a breakdown of their purpose, significance, legal requirements, and implications: Purpose: Corporate resolutions document important decisions, ensuring transparency and accountability within the company. They provide a clear record of the decision-making process and the individuals involved. Additionally, they can be used to demonstrate compliance with legal and regulatory requirements. Significance: Corporate resolutions serve as evidence of a company's actions and can be used to enforce agreements, resolve disputes, and defend against legal challenges. They also play a crucial role in maintaining corporate governance and protecting the interests of shareholders. Legal Requirements: The specific legal requirements for corporate resolutions vary depending on the jurisdiction and the nature of the decision being made. However, some common requirements include: - Proper Authorization: The resolution must be approved by the appropriate corporate body, such as the board of directors or shareholders, following the company's bylaws and applicable laws. - Clear and Unambiguous Language: The resolution should be written in clear and concise language, leaving no room for misinterpretation. - Proper Execution: The resolution must be signed and dated by authorized individuals, typically the corporate secretary or other designated officers. - Record Keeping: The resolution should be maintained in the company's official records for future reference. Legal Implications: Corporate resolutions have several legal implications, including: - Binding Effect: Once adopted, a corporate resolution is legally binding on the company and its stakeholders. - Liability: Directors and officers can be held personally liable for actions taken based on a resolution that is illegal, fraudulent, or violates the company's bylaws. - Enforceability: Corporate resolutions can be used to enforce agreements and contracts entered into by the company. In conclusion, corporate resolutions are essential tools for documenting and formalizing important corporate decisions. They ensure transparency, accountability, and compliance with legal requirements, while also protecting the interests of the company and its stakeholders.
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