Corporate resolution is a complex and multi-layered issue. In the state of New York, specifically, there is a multitude of regulations and laws that must be taken into account when drafting a corporate resolution. Navigating the intricate web of regulations that are associated with a corporate resolution can be intimidating, especially for those with no legal background. That’s why we compiled a list of questions that pertain to corporate resolution in the state of New York to make the process a little bit easier.

What is a Corporate Resolution?

A corporate resolution is an official document which is passed by a company's board of directors or members. It outlines an intentional direction, which binds the business to a specific action or policy. Broadly, corporate resolutions can cover a range of topics, including changing the company's name, authorizing contracts, convened shareholder meetings, and more.

What is the Purpose of a Corporate Resolution?

The purpose of a corporate resolution is to provide evidence that a specific decision has been formally made by the company's controlling body. This document is an official legal document of record that can be used to prove to the court or any government authority that the board or members have approved a specific action or decision. As well, a corporate resolution is an important record that outlines that the decision has been made in accordance with the law.

Can a Corporate Resolution be Modified?

It is possible to modify a corporate resolution, however, certain criteria must be met. Generally, the criteria depend on the specifics of the resolution, the state in which the company is incorporated, and the company's articles of incorporation. Generally, individuals that are qualified to amend a corporate resolution must be one of the following: the board of directors, members, or a combination of the both. Prior to modifying any resolution, it is best to consult with a business lawyer that specializes in corporate resolution in the state of New York as they may be able to provide insight and ensure that the modification is done correctly and legally binding.

How is a Corporate Resolution Added in New York?

In the State of New York, corporate resolutions can be added in various ways. Depending on the resolution and corporate structure, it is necessary to consider the state's regulations for filing documents and the requirements of the company's articles of incorporation. That’s why it is important to consult with a lawyer that understands the intricacies of New York regulations as they can provide a step-by-step guideline on how to correctly and legally add a corporate resolution.

How Long are Corporate Resolutions Valid?

The length of time a corporate resolution is valid and binding depends on the type of resolution it is associated with. Typically, resolutions involving the company's documents; such as extension, dissolution, or name change, are valid indefinitely unless modified or corrected with a subsequent resolution. On the other hand, resolutions relating to the company's management, such as board meetings or elections, are only valid until the conclusion of the meeting.

What Happens if a Corporate Resolution is Not Filed?

If a corporate resolution is not filed, it could result in the resolution or decision being null and void. A corporate resolution may also not be legally binding which could affect the company in the event of litigation. It is best to check with a New York-based business lawyer or legal counsel as to whether an official document needs to be filed.

What is a Supermajority?

A supermajority is a term used when two-thirds or more of the company's shareholders or members vote and approve a specific resolution. Furthermore, the parties voting must be qualified to vote. In the context of a corporate resolution, a supermajority is often required when the resolution involves entering into an agreement, dissolution, or name change. However, the particular requirements associated with a supermajority will depend on the company's articles of incorporation.


Corporate Resolution,

New York,


Navigating the process of drafting and adding a corporate resolution can be intimidating