Updated November 25, 2020:

A corporate resolution form is used when a corporation wants to document major decisions made during the year. It is especially important when decisions made by a corporation's directors or shareholders are in written form. The resolution serves as official documentation for legally binding decisions made by a corporation.

Steps for Writing a Corporate Resolution

Having a legal record available provides a way for past decisions to be reviewed that may assist in business development. It also is an asset for clarifying decisions should the corporation be involved in a lawsuit. 

  1. At the top of the page, put the legal name of the organization and the governing body making the corporate resolution. An example of the wording would be: "Corporate resolution by the board of the directors of the XXX Company, Inc."
  2. Include additional verbiage such as "XXX Company was incorporated in the State of XX on (date)." This information is added to provide more legal identification. 
  3. Put the location where the board meeting is being held along with the date and time, and note the presence of a voting quorum.
  4. Including a list of the board members and other individuals attending the meeting is optional.
  5. List the resolutions.
  6. Each detail of the decision should be a separate resolution. Whether or not to include details of any discussion regarding the matter at hand and/or the results of a vote is optional.
  7. Finish the document with a legal statement attesting to the truth of the information presented. 
  8. A dated signature of the chairman of the board, vice chairman, corporate treasurer, and corporate secretary is the last step. 

The format and legal requirements to create a corporate resolution are straightforward and similar from state to state. To make sure the corporate resolution you've created is legal for your state, it is recommended that you consult with an attorney well-versed in corporate policies. 

When a Corporate Resolution Form is Used

Two types of corporate resolutions are used. One documents the details of decisions made by the board of directors for internal records. The other is required for business transactions with financial institutions and other outside entities. For resolutions being used for internal documentation, details should be included.  

Corporate resolutions can be complex or simple and used for a variety of reasons such as naming the officers with authorization to act on behalf of the corporation. It may also be used to document a change in the dividend amount distributed to shareholders. Other reasons for a corporate resolution include:

  • The issuance of new loans.
  • To purchase real estate. 
  • The acquisition of other businesses.
  • Hiring executive employees.
  • The sale of shares in the corporation.
  • Filing or a patent.
  • Voting in new board members.

Certificate of Corporate Resolution

The process for a company making important decisions is to schedule a meeting of the board of directors or the shareholders. These individuals are legally obligated to meet and make a majority agreement. Once this is accomplished, the decision must be announced and made legal with the creation of the Certificate of Corporation Resolution.

There are specific elements to include in the certificate. These include:

  • The date the certificate is being issued.
  • The name of the person, government department, or company to be notified of the corporate action taken.
  • Complete address of the recipient.
  • Explanation of the subject of the certificate.
  • Secretary's name responsible for writing and sending the notification letter. 
  • Name of the organization.
  • The names of the shareholders or board of directors agreeing to the action taken in the meeting.
  • Meeting details, which includes the date of the meeting; location; the number of people who voted in favor of the action; and the number of people who did not agree with the action.
  • Details of the action/resolution decided by the shareholders or board of directors. 
  • The name of any person authorized by the resolution. 
  • Validation of the corporate resolution.
  • Signature of the secretary authorizing the certificate.

The certificate is used in many situations especially when an official account is being opened at a financial institution. The certificate serves as the authorization given by the shareholders or board of directors for the applicant to deal with the finances on behalf of the corporation. 

It may also be used by employees or managers who are responsible for making deals with other companies to authenticate that they are permitted to make the deal. 

If you need help with a corporate resolution form, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.